exv10w3






Exhibit 10.3




EXECUTED




(CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS AGREEMENT HAVE BEEN REQUESTED BY
AMERICAN GENERAL FINANCE, INC. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY AN
[*] IN THE TEXT, AND SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION).



SUBSERVICING AGREEMENT

(AMERICAN GENERAL MORTGAGE LOAN TRUST 2010-1)




Effective as of February 1, 2011




Between




MorEquity, Inc.

as Servicer




and




Nationstar Mortgage LLC

as Subservicer




RESIDENTIAL MORTGAGE LOANS






 









 








Table of Contents




Page




	 	 	 	 	 

	Article I Definitions
	 	 	1	 
	Section 1.1 Defined Terms
	 	 	1	 
	Article II Engagement of Subservicer
	 	 	12	 
	Section 2.1 Servicing; Possession of Servicing Files
	 	 	12	 
	Section 2.2 Books and Records
	 	 	14	 
	Section 2.3 Custodial Agreement
	 	 	14	 
	Section 2.4 Limitation on Scope of Servicing Obligation
	 	 	14	 
	Section 2.5 Loss Mitigation and Recovery Actions
	 	 	15	 
	Section 2.6 HMP Program
	 	 	15	 
	Section 2.7 Oversight Program
	 	 	15	 
	Article III Representations, Warranties and Covenants
	 	 	16	 
	Section 3.1 Subservicer Representations, Warranties and Covenants
	 	 	16	 
	Section 3.2 Servicer Representations, Warranties and Covenants
	 	 	17	 
	Section 3.3 Servicer Representations, Warranties and Covenants for Mortgage Loans
	 	 	18	 
	Article IV Servicing of the Mortgage Loans
	 	 	19	 
	Section 4.1 Standard and Scope of Service
	 	 	19	 
	Section 4.2 Authority of the Subservicer; Delinquencies
	 	 	19	 
	Section 4.3 Collection of Mortgage Loan Payments
	 	 	21	 
	Section 4.4 Notification of Adjustments
	 	 	21	 
	Section 4.5 Duties the Subservicer May Delegate
	 	 	22	 
	Section 4.6 Servicing Files
	 	 	22	 
	Section 4.7 Imaged Records
	 	 	24	 
	Section 4.8 Enforcement of Due-On-Sale Clause; Assumption
	 	 	24	 
	Section 4.9 Insurance
	 	 	25	 
	Section 4.10 Insurance Notices
	 	 	26	 
	Section 4.11 Tax and Flood Contracts
	 	 	26	 
	Section 4.12 Tax and Insurance Accounts; Tax Service
	 	 	27	 
	Section 4.13 Bankruptcies
	 	 	28	 
	Section 4.14 Foreclosure Procedures
	 	 	28	 
	Section 4.15 Reinstatement of Mortgage Loans
	 	 	30	 
	Section 4.16 Servicing REO Property
	 	 	30	 
	Section 4.17 Satisfactions
	 	 	32	 
	Section 4.18 Servicing Advances and Pass-Through Expenses
	 	 	33	 
	Section 4.19 Prepayment Penalties
	 	 	33	 
	Section 4.20 Restoration and Repair
	 	 	34	 
	Section 4.21 Subservicer Bond, Errors and Omissions Insurance
	 	 	35	 
	Section 4.22 Disaster Recovery
	 	 	35	 
	Section 4.23 High Cost Loans
	 	 	36	 
	Article V Compensation to the Subservicer
	 	 	36	 
	Section 5.1 Compensation to the Subservicer
	 	 	36	 
	Article VI Accounting
	 	 	36	 
	Section 6.1 General
	 	 	36	 
	Section 6.2 Account Maintenance
	 	 	37	 






 









 






	 	 	 	 	 
	
	 	 	Page	 
	Section 6.3 P & I Custodial Account; Remittance
	 	 	38	 
	Section 6.4 T & I Escrow Accounts
	 	 	39	 
	Section 6.5 Interest on Tax and Insurance Reserves
	 	 	40	 
	Section 6.6 Access to Records
	 	 	40	 
	Article VII Reports to the Servicer
	 	 	41	 
	Section 7.1 Reports to the Servicer
	 	 	41	 
	Section 7.2 Annual Independent Certified Public Accountants’ Servicing Report
	 	 	42	 
	Section 7.3 Reports of Foreclosures and Abandonment of Mortgaged Property
	 	 	43	 
	Section 7.4 Real Estate Owned Reports
	 	 	43	 
	Section 7.5 Liquidation Reports
	 	 	44	 
	Section 7.6 Compliance with Gramm-Leach-Bliley Act of 1999
	 	 	44	 
	Section 7.7 Reporting
	 	 	44	 
	Article VIII Subservicer and Indemnification
	 	 	44	 
	Section 8.1 Merger or Consolidation of the Subservicer
	 	 	44	 
	Section 8.2 Limitation on Resignation
	 	 	45	 
	Section 8.3 Subservicer Limitation on Liability and Indemnification
	 	 	45	 
	Section 8.4 Servicer Limitation on Liability and Indemnification
	 	 	46	 
	Section 8.5 Notice of Litigation
	 	 	47	 
	Article IX Termination
	 	 	47	 
	Section 9.1 Events of Default
	 	 	47	 
	Section 9.2 Termination of Agreement
	 	 	49	 
	Article X Miscellaneous Provisions
	 	 	50	 
	Section 10.1 Protection of Confidential and Proprietary Information
	 	 	50	 
	Section 10.2 Notices
	 	 	54	 
	Section 10.3 Severability Clause
	 	 	54	 
	Section 10.4 Performance Audits
	 	 	55	 
	Section 10.5 Counterparts
	 	 	55	 
	Section 10.6 Place of Delivery and Governing Law
	 	 	55	 
	Section 10.7 Waiver of Jury Trial
	 	 	55	 
	Section 10.8 Further Agreements
	 	 	55	 
	Section 10.9 Successors and Assigns; Assignment of Subservicing Agreement
	 	 	56	 
	Section 10.10 Amendments, Etc.
	 	 	56	 
	Section 10.11 Exhibits
	 	 	56	 
	Section 10.12 General Interpretive Principles
	 	 	56	 
	Section 10.13 Reproduction of Documents
	 	 	57	 
	Section 10.14 Conflicts
	 	 	57	 






 









 






	 	 	 

	Exhibit A

	 	Mortgage Loan Data Field Request
	Exhibit B

	 	Servicing Transfer Instructions
	Exhibit C

	 	[RESERVED]
	Exhibit D

	 	Pricing Schedule
	Exhibit E

	 	[RESERVED]
	Exhibit F

	 	Tax and Flood List of Preferred Vendors
	Exhibit G-1

	 	Monthly Reports and Files
	Exhibit G-2

	 	Daily Reports and Files
	Exhibit H

	 	Nationstar Security Assessment
	Exhibit I

	 	Delegated Authority Guidelines and Approval Matrix










 









 








SUBSERVICING AGREEMENT




     THIS SUBSERVICING AGREEMENT, dated as of February 1, 2011 (this “Agreement”), is entered into
between Nationstar Mortgage LLC (the “Subservicer”) and MorEquity, Inc. (the “Servicer”).



     WHEREAS, on January 31, 2010, the Servicer entered into a pooling and servicing agreement (the
“Pooling and Servicing Agreement”), among Sixth Street Funding LLC (the “Depositor”), Wells Fargo
Bank, N.A., as master servicer (the “Master Servicer”), securities administrator and custodian,
Green Tree Servicing LLC, as designated successor servicer, and U.S. Bank National Association, as
trustee, pursuant to which the Servicer is responsible for servicing the mortgage loans identified
on Exhibit D thereto (the “Mortgage Loans”) for the benefit of the Depositor;



     WHEREAS, in connection with the Pooling and Servicing Agreement, the Servicer is permitted to
enter into subservicing arrangements to service the Mortgage Loans;



     WHEREAS, the Servicer and the Subservicer desire that the Subservicer subservice the Mortgage
Loans pursuant to this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Defined Terms.



     For purposes of this Subservicing Agreement, all capitalized words and terms in this Agreement
not otherwise defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The following capitalized terms, unless the context requires otherwise, shall
have the respective meanings set forth below:



     Accepted Servicing Practices means, with respect to any Mortgage Loan, those mortgage
servicing practices that comply with the terms of the Mortgage Loans, the Legal Requirements and
the terms and conditions of this Agreement (including those requirements on Exhibit I of this
Agreement), and consistent with the same standard of care, skill, prudence, and diligence with
which the Subservicer services similar mortgage loans within its servicing portfolio, giving due
consideration to (i) the customary and usual standards of practice of prudent institutional
mortgage loan servicers that are utilized with respect to mortgage loans comparable to the Mortgage
Loans and (ii) the objective of maximizing the timely recovery of principal and interest on the
Mortgage Loans in the best interests of the Trust.



     Accounts mean the P & I Custodial Accounts and the T & I Escrow Accounts.



     Affiliate shall have the meaning set forth in the Pooling and Servicing Agreement.



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     Agreement means this Subservicing Agreement and all written amendments hereof and supplements
hereto.



     Ancillary Income means an amount equivalent to all income derived from the Mortgage Loans in
accordance with Accepted Servicing Practices (other than Subservicing Fees and prepayment
penalties) from Late Fees, phone pay fees, fees received with respect to checks or bank drafts
returned by the related bank for non-sufficient funds, investment income on the Accounts,
assumption fees and modification fees.



     Appraisal Report means a report setting forth the fair market value of a Mortgaged Property as
determined by an appraiser and in compliance with applicable law. For appraisals conducted prior
to the Servicing Transfer Date, such Appraisal Reports shall be in the form received by the
Subservicer, and for appraisals conducted subsequent to the Servicing Transfer Date, such Appraisal
Reports shall be in a form indicating that the related appraisals have been conducted in accordance
with the Uniform Standards of Professional Appraisal Practice, provided in each case by an
independent appraiser.



     Assignment of Mortgage means an assignment of the Mortgage, notice of transfer or equivalent
instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated
therein.



     Broker Price Opinion (“BPO”) means an opinion of the fair market value of a Mortgaged Property
given by a licensed real estate broker, which generally includes at least three comparable sales
and three comparable listings.



     Business Day shall have the meaning set forth in the Pooling and Servicing Agreement.



     Code shall have the meaning set forth in the Pooling and Servicing Agreement.



     Condemnation Proceeds means all awards of settlements in respect of a Mortgaged Property,
whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or
condemnation, to the extent the award of settlement is not required to be released to a Mortgagor
in accordance with the terms of the related Mortgage Loan Documents.



     Custodial Agreement means any custodial agreement between the Trust and any Custodian (as the
same may be amended, restated, supplemented or otherwise modified from time to time), which
provides for the custody of the original Mortgage Note and recorded Mortgage, and which the Trust
provides notice in writing to the Subservicer.



     Custodian shall have the meaning set forth in the Pooling and Servicing Agreement.



     De-Boarding Fee means a fee paid by Servicer to Subservicer when a Mortgage Loan transfers
from Subservicer to another servicer and in accordance with Exhibit D.



     Defaulted Loan means a Mortgage Loan that is sixty (60) or more days Delinquent, or such other
Mortgage Loan as may be agreed upon between Servicer and Subservicer.



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     Delegated Authority Guidelines and Approval Matrix means the delegated authority to initiate
loss mitigation or recovery actions within the agreed parameters set forth in Section 2.5 and in
Exhibit I.



     Delinquent shall have the meaning set forth in the Pooling and Servicing Agreement.



     Designated Successor Servicer shall have the meaning set forth in the Pooling and Servicing
Agreement.



     Determination Date means, with respect to each Remittance Date, the last Business Day prior to
that Remittance Date.



     Due Date shall have the meaning set forth in the Pooling and Servicing Agreement.



     Eligible Account shall have the meaning set forth in the Pooling and Servicing Agreement.



     Eligible Investments means any one or more of the following obligations or securities acquired
at a purchase price of not greater than par which investment provides for a date of maturity not
later than the next succeeding Remittance Date:



     (i) direct obligations of, or obligations fully guaranteed as to timely payment of principal
and interest by, the United States or any agency or instrumentality thereof, provided such
obligations are backed by the full faith and credit of the United States;



     (ii) (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued
by or federal funds sold by any depository institution or trust company incorporated under the laws
of the United States of America or any state thereof and subject to supervision and examination by
federal and/or state authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust company has a
short-term uninsured debt rating in one of the two highest available rating categories of Standard
& Poor’s and in the highest available rating category of Moody’s and provided that each such
investment has an original maturity of no more than 365 days and (B) any other demand or time
deposit or deposit which is fully insured by the FDIC;



     (iii) repurchase obligations with a term not to exceed 30 days with respect to
any security described in clause (i) above and entered into with a depository institution or
trust company (acting as principal) rated “A” or higher by S&P and “Aaa” or higher by
Moody’s, provided, however, that collateral transferred pursuant to such repurchase
obligation must be of the type described in clause (i) above and must (A) be valued daily
at current market prices plus accrued interest or (B) pursuant to such valuation, be equal,
at all times, to 105% of the cash transferred by the Trustee, the Servicer, the Master
Servicer or the Securities Administrator, as the case may be, in exchange for such
collateral and (C) be delivered to the Trustee, the Servicer, the Master Servicer or the
Securities Administrator or, if the Trustee, the Servicer, the Master Servicer or the
Securities Administrator, as applicable, is supplying the collateral, an agent for the
Trustee, the Servicer, the Master Servicer or the Securities Administrator, in such a
manner as to accomplish perfection of a security interest in the collateral by possession of



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     certificated securities;



     (iv) securities bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof and that are rated
by each of Standard & Poor’s and Moody’s in their respective highest long-term unsecured rating
categories at the time of such investment or contractual commitment providing for such investment;



     (v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand) that is rated by each of Standard & Poor’s and
Moody’s in their respective highest short-term unsecured debt ratings available at the time of such
investment; and



     (vi) units of money market funds registered under the Investment Company Act of 1940 that, if
rated by each of Standard & Poor’s and Moody’s, are rated in their respective highest rating
categories (if so rated);



     provided, that no instrument described hereunder shall evidence either the right to receive
(a) only interest with respect to the obligations underlying such instrument or (b) both principal
and interest payments derived from obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a yield to maturity at par greater than
120% of the yield to maturity at par of the underlying obligations.



     Escrow means all funds collected by the Subservicer and to be held in one or more T & I Escrow
Accounts to cover expenses of the Mortgagor required to be paid under the Mortgage to third
parties, including, without limitation, (i) taxes, special assessments, water, sewer and other
governmental impositions or charges that are or may become liens on the Mortgaged Property prior to
that of the Mortgage Loan, (ii) ground rents, and (iii) Hazard Insurance, Flood Insurance, and
Private Mortgage Insurance and other insurance premiums.



     Escrow Payments shall have the meaning set forth in the Pooling and Servicing Agreement.



     Event of Default means any event set forth in Section 9.1 hereof.



     Fannie Mae means the government sponsored entity organized or known as the Federal National
Mortgage Association or any successor thereto.



     Fannie Mae Guidelines means the guidelines contained in the Fannie Mae Servicing Guide
pertaining to one-to-four-family, first or junior lien, conventional single family mortgage loans,
and all supplements, amendments or additions thereto, but only with respect to the practices set
forth therein that are applicable to actions undertaken in connection with the delinquency,
foreclosure, REO disposition, remedies for defaulted loans and property insurance procedures and
claims.



     FDIC means the Federal Deposit Insurance Corporation.



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     FHA means the Federal Housing Administration of the United States Department of Housing and
Urban Development, or any successor thereto.



     First Lien Mortgage Loan means a Mortgage Loan secured by a first priority lien Mortgage on
the related Mortgage Property.



     Flood Insurance or Flood Insurance Policy means an insurance policy insuring against loss or
damage from flood hazards not typically covered within the scope of standard extended hazard
coverage, together with all riders and endorsements thereto.



     Freddie Mac means the government sponsored entity organized or known as the Federal Home Loan
Mortgage Corporation or any successor thereto.



     Freddie Mac Guidelines means the guidelines contained in the Freddie Mac Single-Family
Seller/Servicer Guide and all supplements, amendments, or additions thereto, but only with respect
to the practices set forth therein that are applicable to actions undertaken in connection with the
delinquency, foreclosure, REO disposition, remedies for defaulted loans and property insurance
procedures and claims.



     Hazard Insurance or Hazard Insurance Policy means a fire casualty extended coverage insurance
policy insuring against loss or damage from fire hazard, wind, liability and other risks covered
within the scope of standard extended hazard coverage, together with all riders and endorsements
thereto.



     High Cost Loan means any Mortgage Loan, as specifically identified on the Mortgage Loan
Schedule, classified at the time of its origination as (a) a “high cost” loan under HOEPA, or (b) a
“high cost,” “threshold,” “covered” (provided however the “covered” classification does not apply
to loans originated subject to the New Jersey Home Ownership Act of 2002 as a “covered home loan”
which are not also high cost loans), “predatory” or similar loan under any other applicable state,
federal or local law (or a similarly classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability for residential mortgage
loans having high interest rates, points and/or fees.



     HOEPA means the Home Ownership and Equity Protection Act of 1994.



     HMP Owner Payments means payments from the U.S. Treasury to an investor, as outlined under the
heading “Lender/Investor Compensation” in the guidelines established under the HMP Program.



     HMP Program means the Home Affordable Modification Program as issued by the United States
Treasury Department.



     HMP Servicer Payments means payments from the U.S. Treasury to a servicer, as outlined under
the heading “Servicer Compensation” in the guidelines established under the HMP Program , including
but not limited to any and all incentive payments due under the guidelines on and after the
Transfer Date.



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     Insurance Policy means any insurance policy issued for a Mortgage Loan, including any related
Private Mortgage Insurance, Hazard Insurance, Flood Insurance, and Title Insurance, including all
riders and endorsements thereto in effect, including any replacement policy or policies for any
such Insurance Policies.



     Insurance Proceeds shall have the meaning set forth in the Pooling and Servicing Agreement.



     Insurer means an insurance company that provides an Insurance Policy.



     Late Fee means, as described in the Mortgage Note, any fee paid by or due from a Mortgagor as
an additional payment in respect of Mortgagor’s making payment later than the Due Date thereof,
after application of any applicable grace period.



     Legal Requirements means, with respect to the context in which this defined term is used
herein, all applicable federal, state or local laws (including without limitation any Predatory
Lending Law and anti-money laundering law) and any other applicable requirements of any government
or any agency or instrumentality thereof, which involve or relate to the origination and servicing
of a Mortgage Loan, the actions or interests of the lender or mortgagee of a Mortgage Loan, the
management (including ownership, servicing, and disposition) of a Mortgaged Property or REO
Property, and the performance of the servicing obligations by the Subservicer hereunder.



     Lender-Paid Mortgage Insurance means lender-paid mortgage insurance.



     LIBOR means, as of any date of determination, the rate per annum equal to the one-month LIBOR
rate published by Bloomberg for such date or, if such rate is not available, the rate appearing at
page 3750 of the Telerate Screen as one-month LIBOR for such date.



     Limited Power of Attorney means the power of attorney or other documentation to be agreed upon
by the Trustee and the Subservicer.



     Liquidated Mortgage Loan shall have the meaning set forth in the Pooling and Servicing
Agreement.



     Liquidation Proceeds shall have the meaning set forth in the Pooling and Servicing Agreement.



     Master Servicer shall have the meaning set forth in the Pooling and Servicing Agreement.



     MERS® shall have the meaning set forth in the Pooling and Servicing Agreement.



     Monthly Payment shall have the meaning set forth in the Pooling and Servicing Agreement.



     Mortgage shall have the meaning set forth in the Pooling and Servicing Agreement.



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     Mortgage Interest Rate shall have the meaning set forth in the Pooling and Servicing
Agreement.



     Mortgage Loan means an individual mortgage loan which is the subject of this Agreement as a
result of the Servicer’s identification of such Mortgage Loan and the delegation of the servicing
thereof to the Subservicer pursuant to Section 2.1 hereof and which mortgage loan is included on
the Mortgage Loan Schedule, and includes without limitation the Mortgage Loan Documents, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, Ancillary Income and all other rights, benefits, proceeds and obligations arising from or
in connection with such Mortgage Loan. As applicable, “Mortgage Loan” shall be deemed to refer to
the related REO Property or unsecured debt.



     Mortgage Loan Documents means all documents relating to a Mortgage Loan held by the Trustee,
Servicer, any Custodian, any Owner Designee and the Subservicer or its designee.



     Mortgage Loan Pool means each group of Mortgage Loans identified on a Mortgage Loan Schedule
and made subject to this Agreement from time to time.



     Mortgage Loan Schedule means a schedule of the Mortgage Loans prepared by the Servicer to be
delivered by the Servicer as set forth in Section 2.1(a) of this Agreement.



     Mortgage Note shall have the meaning set forth in the Pooling and Servicing Agreement.



     Mortgaged Property shall have the meaning set forth in the Pooling and Servicing Agreement.



     Mortgagor shall have the meaning set forth in the Pooling and Servicing Agreement.



     Negative Environmental Condition means, with respect to any Mortgaged Property, a violation of
any standards under applicable statutes, ordinances, rules, regulations, orders or decisions
relating to pollution, protection of human health or the environment (including, without
limitation, ambient air, surface water, ground water, land surface or subsurface strata and natural
resources), including without limitation, applicable statutes, ordinances, rules, regulations,
orders or decisions relating to emissions, discharges, releases or threatened releases of
chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products,
asbestos and asbestos-containing materials, polychlorinated biphenyls and lead and lead-containing
materials, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of such items.



     Non-recoverable Servicing Advance means any Servicing Advance previously made or proposed to
be made in respect of a Mortgage Loan or REO Property that, in the reasonable business judgment of
the Subservicer, will not, or, in the case of a proposed Servicing Advance, would not be,
ultimately recoverable from related late payments, Insurance Proceeds, Primary Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided
herein.



7









 





     NPV Tool means the Fannie Mae approved Net Present Value calculator utilized pursuant to the
HMP Program for determining whether foreclosure, a deed in lieu, short sale or a loan modification
(or other loss mitigation treatment) results in the optimal economic outcome.



     Owner Designee means a Person designated by the Trustee or Servicer, as the case may be,
pursuant to a written notice delivered to the Subservicer that identifies the full legal name and
address of such Person and the purpose for which such Person has been designated to act or serve on
behalf of the Trustee or Servicer, as the case may be.



     P & I Custodial Account means the separate account or accounts created and maintained pursuant
to Article VI hereof.



     Paid-In-Full means with respect to a Mortgage Loan, the amount required to satisfy a Mortgage
Loan in full, which amount includes the unpaid principal balance, interest due on account and, to
the extent permitted by the Legal Requirements, any other funds to be collected at the time of
payoff from the Mortgagor pursuant to the terms of such Mortgage Loan, such as recording fees,
service fees, attorney fees, escrow advances, prepayment penalties and other costs as applicable.



     Pass-Through Expense means all customary and reasonable costs and expenses incurred by the
Subservicer, which pursuant to customary industry standards are due and payable to a Person other
than the Subservicer, which are not reimbursable to the Subservicer from the Mortgagor or
through the netting of proceeds from the related Mortgage Loan or Mortgaged Property, and which are
in the nature of an expenditure that relates to establishing, maintaining or curing the right,
title or interests of the mortgagee or lender of the Mortgage Loan; provided that such costs and
expenses shall not include any allocation of overhead costs of the Subservicer. If not
specifically listed in Exhibit I, such Pass-Through Expenses shall include, but are not limited to,
each of the following items:




	 	1.	 	The reasonable actual cost of research, recovery and
locating any documents missing from the Mortgage Loan Documents.
	 
	 	2.	 	Payments for reasonable actual costs, fees and expenses
incurred in perfecting, filing or recording documents evidencing the
assignment, foreclosure, sale or mortgaging of any Mortgaged Property.
	 
	 	3.	 	Reasonable actual expenses incurred to resolve or cure a
dispute or issue involving any failure of the Mortgage Loan to comply with
any Legal Requirements or customary industry standards that is attributable
to the Servicer, originator or any Person (other than the Subservicer).
	 
	 	4.	 	Actual expenses or costs incurred in connection with any
proceeding, investigation, audit, request or other inquiry by any
governmental regulatory agency or other instrumentality involving the
compliance of any Mortgage Loans with the Legal Requirements relating to the
origination or servicing prior to the Servicing Transfer Date of such
Mortgage Loans.




8









 












	 	5.	 	Prior Servicer Expenses — for the prior servicers’ failure
to fund or offset the funding of the following; non-funded positive escrow,
unapplied balances, non-documented corporate advances, monthly payments not
forwarded to the Subservicer, and positive Lender-Paid Mortgage Insurance
collected or advanced balances.
	 
	 	6.	 	Tax Penalties and Interest Expenses — incurred as a result
of a prior servicer not disbursing property taxes in a timely manner as
defined in the Servicing Transfer Procedures.
	 
	 	7.	 	Regulatory fines and or penalties associated with the
Servicer’s or Owner Designee’s or Custodian’s failure to provide required
documents in order to complete the timely satisfaction or release of the
mortgage.
	 
	 	8.	 	Custodian expenses that are paid by the Subservicer.
	 
	 	9.	 	Set-up, transfer, and release fees for MERS® Mortgage
Loans.
	 
	 	10.	 	Payments for the cost of transfer and/or purchase of
services, including such services for property taxes and flood insurance
information.





     Person shall have the meaning set forth in the Pooling and Servicing Agreement.



     Pooling and Servicing Agreement has the meaning set forth in the recitals.



     Predatory Lending Law means any Federal, state or local law relating to any predatory, High
Cost Loan or abusive lending practices or transactions, which involve or govern single family
mortgage loans, including without limitation any such law that provides for the assessment of
liability against the purchaser or assignee of the mortgage loan for violations of such law.



     Pricing Schedule means the schedule attached hereto and incorporated herein by reference as
Exhibit D, which sets forth certain pricing and compensation rates and amounts accruing and due to
the Subservicer hereunder.



     Principal Prepayment shall have the meaning set forth in the Pooling and Servicing Agreement.



     Private Mortgage Insurance or Private Mortgage Insurance Policy means insurance obtained from
a Private Mortgage Insurer that insures the holder of the Mortgage Note against all or a portion of
any loss incurred from a Mortgagor default under the Mortgage Note or the Mortgage, including all
endorsements or riders thereto.



     Private Mortgage Insurer means, with respect to any Mortgage Loan, the entity that has
provided Private Mortgage Insurance with respect to such Mortgage Loan.



     Proprietary Information has the meaning set forth in Section 11.1 hereof.



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     Qualified Depository has the meaning set forth in Section 6.2 hereof.



     Released Servicing Date means, with respect to a Mortgage Loan, the date on which the
servicing of such Mortgage Loan is released from this Agreement and which the servicing functions
for such Mortgage Loan are transferred by the Subservicer to another Person.



     REMIC means a “real estate mortgage investment conduit” within the meaning of Section 860D of
the Code.



     REMIC Provisions means provisions of the United States federal income tax law relating to real
estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder,
as the foregoing may be in effect from time to time.



     Remittance Date means each Business Day of each month.



     REO Disposition means the final sale or other disposition by the Subservicer of any REO
Property on behalf of the Trust.



     REO Proceeds means proceeds, net of any unreimbursed Servicing Advances in respect of the
related Mortgage Loan or REO Property, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property), which are received prior
to the REO Disposition. REO Proceeds shall first be applied to outstanding accrued interest and
then to outstanding principal on the related Mortgage Loan.



     REO Property means a Mortgaged Property acquired by the Subservicer on behalf of the Trust or
its designee through foreclosure or by deed in lieu of foreclosure.



     Reporting Date means the applicable date for reports and files as set forth on Exhibit G-1 and
Exhibit G-2.



     Servicer means MorEquity, Inc. or its successor in interest or assigns or any successor to the
Servicer under this Agreement, as permitted pursuant to this Agreement.



     Servicing Advances shall have the meaning set forth in the Pooling and Servicing Agreement.



     Servicing Fee shall have the meaning set forth in the Pooling and Servicing Agreement.



     Servicing File means the applicable documents identified in Section 4.6 pertaining to a
particular Mortgage Loan, and the computer files, data disks, books, records, data tapes, notes and
additional documents generated in the course of servicing the Mortgage Loan, in paper or electronic
form.



     Servicing Transfer Date means, with respect to a Mortgage Loan, February 1, 2011, unless
otherwise agreed by the Servicer and the Subservicer.



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     Servicing Transfer Procedures means the procedures for effecting servicing transfers to the
Subservicer hereunder as set forth on Exhibit B attached hereto.



     Stated UPB shall have the meaning of “Stated Principal Balance” set forth in the Pooling and
Servicing Agreement.



     Subsequent Recovery shall have the meaning set forth in the Pooling and Servicing Agreement.



     Subservicer means Nationstar Mortgage LLC, or its successor in interest or assigns or any
successor to the Subservicer under this Agreement, as permitted pursuant to this Agreement.



     Subservicing Fees shall have the meaning set forth in Section 5.1 hereof.



     Subservicing Officer means any officer of the Subservicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list
of servicing officers furnished by the Subservicer to the Servicer, the Trustee and the Custodian
on the Servicing Transfer Date, as such list may be amended from time to time.



     T & I Advance has the meaning set forth in Section 4.12 hereof.



     T & I Escrow Account means the separate account or accounts defined in Section 6.1 and
operated and maintained pursuant to Article VI hereof.



     Tax and Insurance Reserve means an accounting maintained by the Subservicer for tracking a
Mortgagor’s Escrow Payments and Insurance Proceeds.



     Termination Fee has the meaning given in Section 9.2(b) hereof.



     Termination for Convenience has the meaning given in Section 9.2(a) hereof.



     Title Insurance or Title Insurance Policy means an American Land Title Association (ALTA)
mortgage loan title policy form 1970, or other form of lender’s title insurance policy in
accordance with Freddie Mac or Fannie Mae requirements, including all riders and endorsements
thereto, insuring that the Mortgage constitutes a valid lien of specified priority on the Mortgaged
Property.



     Trust shall have the meaning set forth in the Pooling and Servicing Agreement.



     Trustee shall have the meaning set forth in the Pooling and Servicing Agreement.



     Valuation means an Appraisal Report, or Broker Price Opinion of any Mortgaged Property.



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ARTICLE II

ENGAGEMENT OF SUBSERVICER




     Section 2.1 Servicing; Possession of Servicing Files.



     (a) The Servicer shall transfer the servicing of the Mortgage Loans to the Subservicer on the
Servicing Transfer Date. The procedures for affecting such transfer shall be as set forth on the
Servicing Transfer Procedures schedule attached hereto as Exhibit B. The Servicer shall make
reasonable efforts to provide the Subservicer with advance written or electronic notice of the
expected mortgage loans for which servicing may be transferred on the Servicing Transfer Date.
Prior to the Servicing Transfer Date, the Subservicer shall negotiate a Limited Power of Attorney
with the Trustee in form and substance acceptable to the Subservicer and the Trustee authorizing
Subservicer or its authorized agent to execute necessary loan and real estate documents on the
Trust’s behalf; and the Subservicer shall deliver a list of its Subservicing Officers to the
Servicer and the Trustee. Additionally, with respect to each Mortgage Loan to be serviced
hereunder, the Servicer shall comply with the Servicing Transfer Procedures and deliver to the
Subservicer the Mortgage Loan Data Field Request (in the form set forth on Exhibit A) for each
related Mortgage Loan and, by computer readable electronic transmission, the related Mortgage Loan
Schedule not later than five (5) Business Days after the Servicing Transfer Date.



     (b) No later than five (5) Business Days after the Servicing Transfer Date, the Servicer shall
deliver or cause to be delivered to the Subservicer all of the documents, information and property
that is required for the transfer and commencement of servicing for the related Mortgage Loans,
including without limitation the Servicing File and all escrow balances (whether positive or
negative), suspense balances, restricted escrow and other cash balances that exist in connection
with the Mortgage Loans without offset or netting of any negative balances. In the event that the
Subservicer reasonably incurs any cost or expenses because of the failure by the Servicer to
deliver or cause the delivery of all such required documents, information and property (including
without limitation any advances of funds for escrows or impounds), then the Subservicer shall be
reimbursed any such amounts as Pass-Through Expenses pursuant to Section 6.3 hereof.
Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not be
applicable with respect to any Mortgage Loans to the extent servicing of such Mortgage Loans was
previously transferred by the prior servicer to the Subservicer prior to the Trust becoming owner
of such Mortgage Loans.



     (c) Nothing shall prohibit the Subservicer or any Affiliate of the Subservicer from taking
applications from those Mortgagors who initiate action on their own, or in the case of Mortgage
Loans for which default is reasonably foreseeable, from engaging in a program generally to
encourage or recommend mortgage loan products provided by the Subservicer or such Affiliate,
provided such refinancing is in accordance with Exhibit I. The Subservicer shall furnish to the
Servicer all marketing materials at such time such items are provided to the Mortgagors, which
materials shall be acceptable to the Servicer. To the extent consistent with Accepted Servicing
Practices, as one of its loss mitigation options, the Subservicer shall consider the refinancing of
an existing Mortgage Loan in accordance with Exhibit I and to the extent for which default is
reasonably foreseeable, into a mortgage loan with a principal balance less than the principal
balance of the Mortgage Loan to the extent necessary to qualify the Mortgagor for an FHA-insured
mortgage loan.



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     (d) The Subservicer shall service the Mortgage Loans as provided herein commencing on the
related Servicing Transfer Dates. All servicing shall be conducted in the name of the Subservicer
as servicing agent for the Servicer; provided, however, that the Subservicer shall conduct any
foreclosure proceedings in the name of the Trust or a designee designated by the Trust, as provided
above, and may complete and record any related Assignment in the name of the Trust, or a designee
designated by the Trust, as applicable, in such proceedings. The Subservicer may enter into a
commercially reasonable arrangement for certain functions relating to the servicing and
administration of Mortgage Loans with any Person if such Person is in compliance with the laws of
the state(s) necessary to enable it to perform its obligations under such servicing arrangement;
provided, however, that pursuant to Section 4.5 the Subservicer shall not delegate the servicing
responsibilities with respect to any Mortgage Loan to any subservicer without the prior written
consent of the Servicer. Any such arrangement shall be consistent with and not violate the
provisions of this Agreement and shall not constitute a “mortgage servicing transfer” within the
meaning of Section 6 of the Real Estate Procedures Settlement Act, 12 U.S.C. §2605, (“RESPA”),
without prior written approval of the Servicer. In each case, the Subservicer shall remain
responsible for its obligations under this Agreement notwithstanding any such arrangement, the
Subservicer shall be liable for all acts and omissions of such Person as fully as if such acts and
omissions were those of the Subservicer, and the Subservicer shall pay all fees and expenses
associated with such arrangement from the Subservicer’s own funds.



     (e) If permitted by the Limited Power of Attorney, the Subservicer, on behalf of the Trust,
may sue to enforce or collect on any of the Mortgage Loans or any Insurance Policy covering a
Mortgage Loan, as agent of the Trust.



     (f) The Subservicer shall hold each Servicing File in trust for the benefit of the Trust for
the sole purpose of servicing the Mortgage Loans. The Subservicer’s possession of Servicing Files
shall be for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to
this Agreement, and the ownership of the Servicing Files shall remain vested in the Trust and
Subservicer shall provide the Trust, Servicer and any Owner Designee with full access to the
Servicing Files. All records and documents with respect to the related Mortgage Loan prepared by or
which come into the possession of the Subservicer shall become part of the Servicing Files. The
ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the Mortgage Loan
Documents, the contents of the related Servicing File and all rights, benefits, proceeds and
obligations arising therefrom or in connection therewith, is vested in the Trust. All rights
arising out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans
prepared by or which come into the possession of the Subservicer shall be received and held by the
Subservicer in trust for the benefit of the Trust as the owner of the Mortgage Loans. Any portion
of the Servicing Files held by the Subservicer shall be segregated from the other books and records
of the Subservicer and shall be appropriately marked to clearly reflect the ownership of the
Mortgage Loans by the Trust. The Subservicer shall release its custody of the contents of the
Servicing Files only in accordance with written instructions of the Servicer, except when such
release is required as incidental to the Subservicer’s servicing of the Mortgage Loans. Except as
provided herein, the original Mortgage Loan Documents for each Mortgage Loan shall be retained by
the Custodian pursuant to the Pooling and Servicing



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Agreement. Except as set forth in Section 2.3(a), any fees and expenses of the Custodian
shall not be payable by the Subservicer.




     Section 2.2 Books and Records.



     Unless otherwise specifically agreed by the Servicer, record title to each Mortgage and the
related Mortgage Note shall remain (i) in blank, (ii) in the name of the Trust, or (iii) in the
name of an Owner Designee. The Subservicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the Mortgage Loans which shall be clearly marked
to reflect the ownership of the Mortgage Loans by the Trust. The Trustee, the Servicer and their
agents may from time to time upon reasonable notice inspect any of the Subservicer’s books and
records pertaining to this Agreement, including without limitation all Servicing Files, at
reasonable times during the Subservicer’s normal business hours at the Subservicer’s offices;
provided, that upon the occurrence and continuance of an Event of Default, only one (1) Business
Day’s prior notice shall be required. At all times while a Mortgage Loan is being serviced
hereunder, the beneficial ownership of such Mortgage Loan shall be vested and remain in the name of
the Trust. All rights arising out of each Mortgage Loan shall be vested in the Trust and the
Subservicer shall not assert any contrary interest therein.



     Section 2.3 Custodial Agreement.



     (a) On or prior to the Servicing Transfer Date, the Servicer shall use reasonable efforts to
ensure that the Custodian has received all such Mortgage Loan Documents required to be delivered to
it pursuant to the Pooling and Servicing Agreement. The Subservicer shall forward to the Custodian
original documents evidencing any assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with this Agreement within ten (10) Business Days of the
Subservicer’s receipt of an executed copy of such document; provided, however, that the Subservicer
shall provide the Custodian with a certified true copy of any such document submitted for
recordation within ten (10) Business Days of submission, and to provide the original of any
document submitted for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within ten (10) Business Days of
receipt by Subservicer of the original recorded document.



     (b) If permitted by the Limited Power of Attorney, the Subservicer will be permitted to
release any Liquidated Mortgage Loan or proceed with foreclosure actions.



     Section 2.4 Limitation on Scope of Servicing Obligation.


The Subservicer shall not be under any obligation to appear in, prosecute or defend any legal
action that (i) is not incidental to its duties to service the Mortgage Loans in accordance with
this Agreement, or (ii) exclusively involves allegations against the Trust, the Trustee, the
Servicer or prior owners or prior servicers of the Mortgage Loan, including without limitation any
allegation or claim involving a violation or breach of any Predatory Lending Law. Notwithstanding
the forgoing, should Subservicer desire to undertake to appear in, prosecute or defend actions
described in (i) or (ii) above, Subservicer shall obtain Servicer’s consent prior to appearing in,
prosecuting or defending these actions. In such event, the reasonable legal expenses and costs of





14











 




such action and any liability resulting therefrom shall be expenses, costs and liabilities for
which the Servicer will be liable and the Servicer agrees to reimburse the Subservicer for any such
expenses, costs and liabilities as Pass-Through Expenses under the terms of this Agreement, except
with respect to any expenses, costs and liabilities that are incurred solely as a result of a
material breach of this Agreement, the negligence or willful misconduct of the Subservicer that
relate to actions pursuant to this Section.




     Section 2.5 Loss Mitigation and Recovery Actions.



     Consistent with Section 4.2 below, Subservicer shall have the delegated authority to initiate
loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) within the agreed upon parameters set
forth on Exhibit I hereto (also known herein as the “Delegated Authority Guidelines and Approval
Matrix”). Subservicer will not engage in principal forgiveness without the prior written consent
of the Servicer.



     Section 2.6 HMP Program.



     Subservicer shall implement the HMP Program with respect to the Mortgage Loans subserviced
under the Agreement to the extent a Mortgage Loan is eligible for the HMP Program. Subservicer
warrants that Subservicer is a servicer in good standing under the HMP. With regard to the
Mortgage Loans, Subservicer will not participate in the HMP Principal Reduction Alternative
program, the Second Lien Modification Program or the HFA Hardest-Hit Fund Program. Subservicer
must obtain Servicer’s written approval with regard to Mortgage Loans to participate in any future
optional HMP programs.



     If required by FNMA, FHLMC or the U.S. Department of Treasury, Servicer and Subservicer will
execute an Assignment and Assumption Agreement for the transfer of servicing of the Mortgage Loans.



     Section 2.7 Oversight Program.



     Subservicer shall provide to Servicer the ability to monitor Subservicer’s actions by:



     (a) Allowing ten (10) users of Servicer to have remote access to all of Subservicer’s systems
that contain account notes, balances, and loan level data. These Subservicer systems include, but
are not limited to, LSAMs, Foretracs, and Remedy, as well as other Subservicer systems for which
remote access is available for use.



     (b) Subservicer will provide recordings of phone calls with Mortgagors with respect to
Mortgage Loans as requested by Servicer not to exceed 10 recorded phone calls per week. Servicer
will provide pertinent information needed for Subservicer to identify the requested recordings and
Subservicer will send the requested recordings to Servicer on a weekly basis in the form of a .wav
or equivalent file per recording. The Servicer and the Subservicer may also have regularly
scheduled monitoring sessions on the premises of the Subservicer to listen to the requested phone
calls with Mortgagors with respect to Mortgage Loans.



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     (c) Subservicer will provide oversight specific reporting. Subservicer agrees to provide data
files in formats agreed to with Servicer.



ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 3.1 Subservicer Representations, Warranties and Covenants.



     With respect to each Mortgage Loan, as of the related Servicing Transfer Date and as of each
day thereafter during which such Mortgage Loan is serviced hereunder, the Subservicer represents,
warrants and covenants to the Servicer as follows:



     (a) Due Organization and Authority. The Subservicer is a limited liability company
duly organized, validly existing and in good standing under the laws of the State of Delaware and
has the full power and authority to execute, deliver and perform this Agreement; the execution,
delivery and performance of this Agreement by the Subservicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized and the Subservicer has duly
executed and delivered this Agreement; and this Agreement evidences the valid and binding agreement
of the Subservicer, enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’
rights generally or general equitable principles.



     (b) Ordinary Course of Business. The consummation of the transactions contemplated by
this Agreement is in the ordinary course of business of the Subservicer.



     (c) No Conflicts. The execution, delivery and performance of this Agreement by the
Subservicer will not: (i) conflict with or result in a material breach of any of the terms,
conditions or provisions of the Subservicer’s organizational documents or any material agreement or
instrument to which the Subservicer is now a party or by which it is bound, or (ii) result in the
material violation of any law, rule, regulation, order, judgment or decree to which the Subservicer
or its property is subject, which violations would have a material adverse effect on the
Subservicer’s ability to perform its obligations hereunder.



     (d) Ability to Perform. The Subservicer does not believe, nor does it have any reason
or cause to believe, that it cannot perform in all material respects each and every covenant of the
Subservicer contained in this Agreement.



     (e) No Litigation Pending. There is no action, suit, proceeding or investigation
pending or, to the Subservicer’s knowledge, threatened against the Subservicer which, either in any
one instance or in the aggregate, is reasonably likely to result in any material adverse change in
the business, operations, financial condition, properties or assets of the Subservicer, or in any
material impairment of the right or ability of the Subservicer to carry on its business
substantially as now conducted, or in any material liability on the part of the Subservicer, or
which would draw into question the validity of this Agreement or of any action taken or to be taken
in connection with the obligations of the Subservicer contemplated herein, or which would be likely
to impair materially the ability of the Subservicer to perform under the terms of this Agreement.



16









 





     (f) No Consent Required. No material consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and performance by the
Subservicer of this Agreement or the consummation of the transactions contemplated in the
Agreement, except those that have been obtained and, to the extent required, remain in full force
and effect.



     (g) Qualifications. The Subservicer is an FHA nonsupervised mortgagee.



     (h) Compliance. The Subservicer, its agents and employees, have, and will maintain at
all times, all requisite licenses, permits, qualifications and approvals to perform its obligations
hereunder in each jurisdiction in which any Mortgaged Property or REO Property is located and is in
good standing in each such jurisdiction, except where the failure to possess any such license,
permit, qualification or approval would not materially and adversely affect the ability of the
Subservicer to conduct its business as it is presently conducted or the enforceability of the
related Mortgage Note or Mortgage.



     Section 3.2 Servicer Representations, Warranties and Covenants.



     With respect to each Mortgage Loan, as of the related Servicing Transfer Date and as of each
day thereafter during which such Mortgage Loan is serviced hereunder, the Servicer represents,
warrants and covenants to the Subservicer as follows:



     (a) Due Organization and Authority. The Servicer is duly organized, validly existing
and in good standing under the laws of the State of its organization; the Servicer has the full
power and authority to execute, deliver and perform this Agreement; the execution, delivery and
performance of this Agreement by the Servicer and the consummation of the transactions contemplated
hereby have been duly and validly authorized and the Servicer has duly executed and delivered this
Agreement; and this Agreement evidences the valid and binding agreement of the Servicer,
enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors’ rights generally or general
equitable principles.



     (b) No Conflicts. The execution, delivery and performance of this Agreement by
Servicer will not: (i) conflict with or result in a material breach of any of the terms, conditions
or provisions of the Servicer’s organizational documents or any material agreement or instrument to
which the Servicer is now a party or by which it is bound, or (ii) result in the material violation
of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is
subject, which violations would have a material adverse effect on Servicer’s ability to perform its
obligations hereunder or impair the value of the Mortgage Loans.



     (c) Ability to Perform. The Servicer does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant of the Servicer contained in this
Agreement.



     (d) No Litigation Pending. There is no material action, suit, proceeding or
investigation pending or, to the Servicer’s knowledge, threatened against the Servicer that, either
in any one instance or in the aggregate, would draw into question the validity of this Agreement or
of any action taken or to be taken in connection with the obligations of the Servicer



17









 




contemplated herein, or which would be likely to impair materially the ability of the Servicer
to perform under the terms of this Agreement.




     (e) No Consent Required. No material consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and performance by the
Servicer of or compliance by the Servicer with this Agreement, or if required, such approval has
been obtained prior to the date of this Agreement, including the approval of this Agreement by the
appropriate examiners and supervisory agents.



     (f) Compliance. The Servicer has all requisite licenses, permits, qualifications and
approvals to perform its obligations hereunder in each jurisdiction in which any Mortgaged Property
is located, except where the failure to possess any such license, permit, qualification or approval
would not materially and adversely affect the enforceability of the related Mortgage Note or
Mortgage.



     Section 3.3 Servicer Representations, Warranties and Covenants for Mortgage Loans.



     Subject to any disclosures provided by the Servicer, with respect to each Mortgage Loan as of
the related Servicing Transfer Date, the Servicer represents, warrants and covenants to the
Subservicer as follows:



     (a) Rights to Transfer Servicing. The servicing responsibilities contracted for as of
the Servicing Transfer Date have not been assigned or pledged, and the Servicer has full right to
transfer the servicing responsibilities to the Subservicer and has full right and authority subject
to no interest, or agreement with, any other party (other than any notice required by law,
regulation or otherwise, to be delivered to the Mortgagors) to assign the servicing
responsibilities pursuant to this Agreement. Upon execution of this Agreement by the parties, no
right, title, and interest in and to the ownership of the servicing rights arising from or in
connection with the Mortgage Loans shall transfer to the Subservicer.



     (b) Compliance; Enforceability. Except as previously disclosed to the Subservicer in
writing: (i) to Servicer’s knowledge, each Mortgage Loan conforms in all material respects to the
Legal Requirements; and (ii) to Servicer’s knowledge, the Servicer and each other originator or
servicer, as applicable, have complied with all Legal Requirements, the related Mortgage Note and
Mortgage and any applicable Insurance Policy with respect to the processing, origination and
servicing of each Mortgage Loan.



     (c) Servicing Files and Related Materials. Servicer shall use commercially reasonable
efforts to ensure the Servicing Files or Imaged Files provided to the Subservicer by or on behalf
of the Servicer and its agent, if applicable, shall contain all documents, instruments and
information necessary to service the Mortgage Loans in accordance with the Accepted Servicing
Practices and the Mortgage Loan Documents, which may include copies thereof.



     (d) Assistance and Cooperation of Trustee. If any actions of the Trustee or any
applicable Owner Designee are necessary or appropriate in connection with the servicing and
administration of any Mortgage Loan hereunder, following request by the Subservicer the Servicer
shall use its commercially reasonable efforts to cause the Trustee or Owner Designee to



18









 




perform such actions in a timely manner and to cooperate with and assist the Subservicer in
connection with such actions.




ARTICLE IV

SERVICING OF THE MORTGAGE LOANS




     Section 4.1 Standard and Scope of Service.



     On and after each Servicing Transfer Date, the Subservicer shall service each Mortgage Loan in
accordance with the Accepted Servicing Practices, the Mortgage Loan Documents and the Legal
Requirements and, to the extent applicable to any servicing actions undertaken in connection with
the delinquency, foreclosure, REO disposition, remedies for defaulted Mortgage Loans and property
insurance procedures and claims, generally in accordance with Accepted Servicing Practices. The
Subservicer shall make all Servicing Advances as required pursuant to Section 4.18 and any other
applicable provisions of this Agreement. The Subservicer shall not be required to take any action
with respect to a Mortgage Loan if it determines in good faith that the action is not permitted by
the Legal Requirements, any related Insurance Policy or the Mortgage Loan Documents; provided,
however, that the Subservicer shall be entitled to assume that the Mortgage Note and Mortgage may
be enforced in accordance with their respective terms. Notwithstanding any provision herein to the
contrary, Subservicer shall cooperate with and assist the Servicer in the implementation of all
servicing provisions of the Pooling and Servicing Agreement.



     Section 4.2 Authority of the Subservicer; Delinquencies.



     (a) The Subservicer shall have the full power and authority acting alone to do or cause to be
done any and all things in connection with the servicing and administration of the Mortgage Loans
consistent with the Accepted Servicing Practices.



     (b) If agreed to by the Trustee, upon the request of the Subservicer, the Trustee will furnish
the Subservicer with a sufficient quantity of Limited Powers of Attorney and other documents
necessary or appropriate, as reasonably specified by Subservicer, to enable the Subservicer to
carry out its servicing and administrative duties under this Agreement.



     (c) The Subservicer will conduct its activities hereunder with the goal of curing any
Delinquencies in accordance with Accepted Servicing Practices, and in no case, less than in a
commercially reasonable manner, including without limitation the pursuit of any remedy or recovery
in a manner that has a reasonable likelihood of realizing a higher amount of net proceeds taking
into consideration the costs and expenses of obtaining such realization, the probability or risks
associated in obtaining such realization and the net present value of such amount based on the
expected timing of such realization. The Subservicer’s initial discussions with the Mortgagor will
cover the cause of the Delinquency and the time frame in which the Mortgagor believes the
Delinquency will be cured. The Subservicer will, at its sole discretion, use notices, letters,
telegrams, telephone calls, face-to-face contact and other responsible collection techniques
consistent with the Accepted Servicing Practices to attempt to cure the Delinquency and will
maintain collection records on all contacts with the Mortgagor. Subject to



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Legal Requirements and the Accepted Servicing Practices, the Subservicer shall have the right,
at its sole discretion and without the approval of the Servicer, to:





     (i) determine the timing, manner and amount of contact the Subservicer makes with
the Mortgagors, but contact attempts with Mortgagors must be initiated no more than
sixteen (16) calendar days after each Mortgagor’s Due Date in the event of nonpayment by
Mortgagors;




     (ii) negotiate with any Mortgagor a repayment plan of up to twelve (12) months
duration; and




     (iii) determine the timing of any notice of intent to foreclose, posting of an
account for foreclosure, commencement of foreclosure proceedings or the filing of any
documents in connection therewith; provided, however, that the
Subservicer shall follow Accepted Servicing Practices.



     (d) Consistent with the terms of this Agreement, the Subservicer may waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or
in any manner grant indulgence to any Mortgagor if in the Subservicer’s reasonable and prudent
determination such waiver, modification, postponement or indulgence is not materially adverse to
the Trust; provided,however, that the Subservicer shall not permit any waiver or
modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate,
forgive the payment thereof of any principal or interest payments, reduce the outstanding principal
amount (except for actual payments of principal), extend the final maturity date with respect to
such Mortgage Loan, waive any prepayment penalty (other than accordance with Section 4.19) or any
other act that could reasonably be expected to affect materially and adversely the Trust’s interest
in the Mortgage Note, Mortgage Loan, Mortgage, Mortgaged Property, Mortgage Loan Documents or
Mortgage Servicing File related to a Mortgage Loan.



     (e) Notwithstanding the foregoing, in the event that any Mortgage Loan is a Defaulted Loan or,
in the judgment of the Subservicer, such default is reasonably foreseeable, the Subservicer,
consistent with Accepted Servicing Practices, may also waive, modify or vary the following terms of
such Mortgage Loan (including modifications that would change the Mortgage Interest Rate, forgive
the payment of interest or extend the final maturity date of such Mortgage Loan), accept payment
from the related Mortgagor of an amount less than the unpaid principal balance in final
satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as “forbearance”), unless prohibited by Exhibit I.



     (f) As to any Mortgage Loan that becomes 180 days Delinquent, if the Subservicer, determines
that the expected recovery through foreclosure or other liquidation of the Mortgaged Property will
result in no or a de minimus amount of Liquidation Proceeds, then the Subservicer shall provide the
Servicer at least four Business Days prior notice of the Subservicer’s intention to charge-off such
Mortgage Loan. In the event that the Servicer does not respond within such period, then the
parties agree that the Servicer consents to such action.



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     (g) The Subservicer further is hereby authorized and empowered in its own name, when such
Subservicer believes it is appropriate in its best judgment and in accordance with Accepted
Servicing Practices, to cause the removal from the registration of any Mortgage Loan on the MERS®
system and record the related Mortgage in the appropriate jurisdiction. Any expenses incurred in
connection with the actions described in the preceding sentence shall be a Servicing Advance.



     (h) The Subservicer shall not consent to the placement of any lien on the Mortgaged Property
or any REO Property that would impair the Trust’s lien position without notifying and obtaining the
written consent of the Servicer.



     (i) Exhibit I hereto provides an overview of the actions which may be taken by the Subservicer
under the terms of this Agreement and the corresponding Servicer approval required for such
actions.



     (j) Notwithstanding anything contained in this Section 4.2 to the contrary, the Subservicer
shall apply the appropriate loss mitigation treatment as identified in and in compliance with
Exhibit I. Such treatments include, but are not limited to, the HMP Program. With respect to
Mortgage Loans modified under the HMP Program, in the event of any conflict among the HMP Program,
Exhibit I, and/or the Fannie Mae Guidelines, the HMP Program will govern the servicing, and to the
extent not in conflict with the HMP Program, Exhibit I will govern the servicing. The Trust will
be given credit for all HMP Owner Payments and the Subservicer will be given credit for all HMP
Servicer Payments; provided, however, the Subservicer shall pay to the Servicer fifty percent (50%)
of all “Servicer Pay for Success Payments” received by the Subservicer pursuant to the HMP Program
through and including January 31, 2012 within sixty (60) days of receipt thereof.



     (k) Prior to pursuing any foreclosure action hereunder with respect to a Mortgage Loan or if
the related Mortgagor files for bankruptcy protection, Subservicer shall (i) if such Mortgage Loan
is registered on the MERS® system, remove the related Mortgage from the MERS system and record the
related Assignment of Mortgage in the name of the Trust in the applicable jurisdiction and (ii) if
such Mortgage Loan is not registered on the MERS® system, record the related Assignment of Mortgage
in the name of the Trust.



     Section 4.3 Collection of Mortgage Loan Payments.



     Continuously from each Servicing Transfer Date, in accordance with the Accepted Servicing
Practices and this Agreement, the Subservicer shall diligently collect all payments due under each
of the related Mortgage Loans and ascertain and estimate Escrow Payments with respect to escrowed
Mortgage Loans and all other charges that will become due and payable with respect to the Mortgage
Loans and each related Mortgaged Property such that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.



     Section 4.4 Notification of Adjustments.



     With respect to each adjustable rate Mortgage Loan, the Subservicer shall adjust the Mortgage
Interest Rate on the related interest rate adjustment date and shall adjust the Monthly



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Payment on the related mortgage payment adjustment date, if applicable, in compliance with the
Legal Requirements and the related Mortgage and Mortgage Note. The Subservicer shall execute and
deliver any and all necessary notices required under applicable law and the terms of the related
Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments.




     Section 4.5 Duties the Subservicer May Delegate.



     (a) Subject to the limitations set forth in Section 4.16(j) below, in the ordinary course of
business, the Subservicer at any time may delegate any of its duties hereunder relating to the
tracking of tax payments and insurance, collections agreements and the listing of REO Properties to
any Person, including any of its Affiliates, who agrees to conduct such duties in accordance with
the servicing standards set forth in Section 4.1 and pursuant to the terms of this Section 4.5.



     (b) The Subservicer shall use reasonable efforts to ensure that each such Person retained to
provide any of the delegated services is fully licensed and holds all required governmental
licenses, franchises, certificates, qualifications and permits necessary to provide, and that such
Person is reputable and capable of providing, the services for which such Person is retained. Any
such Person shall be retained solely for the Subservicer’s account and any servicing fees and
compensation payable to the Person shall be at the sole expense of the Subservicer. The Subservicer
shall remain liable to the Trust, the Trustee, the Master Servicer, the Servicer, their successors
and assigns for the performance of the Subservicer’s duties and obligations under this Agreement,
notwithstanding the delegation of any servicing function pursuant to this Section 4.5.



     (c) The Subservicer shall indemnify and hold the Trust, Trustee, Master Servicer, Servicer and
Owner Designee harmless from any and all claims, losses, expenses, costs, fees (including but not
limited to attorney fees) and damages arising out of or relating to the delegation of any of its
duties hereunder except where delegation by the Subservicer was at the request of the Servicer;
provided, however, that this provision shall not protect the Subservicer against any liability
which would be imposed on the Subservicer or any its directors, officers, agents or employees by
reason of the Subservicer’s willful misconduct, bad faith, negligence or reckless disregard of its
obligations hereunder in following such instructions.



     Section 4.6 Servicing Files.



     (a) Each Servicing File maintained by the Subservicer for each Mortgage Loan shall be clearly
identified and marked to reflect the Trust’s ownership of the related Mortgage Loan, shall be kept
in accordance with the Accepted Servicing Practices, and shall contain the following items, to the
extent received by the Subservicer from the Servicer or its agent or photocopies or imaged copies
of each:




     (i) a copy of the Mortgage Note bearing all intervening endorsements, endorsed “Pay
to the order of “[Trust’s Name], without recourse”; or in blank and signed in the name
of the previous endorsee by an authorized officer;




     (ii) a copy of the Mortgage, with evidence of recording thereon;



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     (iii) a copy of all assumption, modification, consolidation or extension
agreements, and if recorded, with evidence of recording thereof;




     (iv) evidence (which may be a certificate of insurance) of all insurance required
by such Mortgage;




     (v) a copy of the Title Insurance Policy, or, if not yet issued, evidence of the
title commitment;




     (vi) a copy of all intervening Assignments , if any, with evidence of recording
thereof unless the applicable Assignment is held by the related public recording office
or is registered on the MERS® system; and




     (vii) any other material documents (or copies thereof, as applicable).



     (b) Notwithstanding any provision herein to the contrary, blanket insurance policies may be
kept by the Subservicer in a separate blanket file and need not be included in each Servicing File.



     (c) Each Servicing File shall also contain the following documents or photocopies or imaged
copies thereof, to the extent received by the Subservicer from the Servicer or its agent in
connection with the Subservicer’s duties under this Agreement:




     (i) the Appraisal Report made at the time the Mortgage Loan was originated;




     (ii) the settlement statement for the purchase and financing or refinancing of the
Mortgaged Property under the Mortgage Note and Mortgage;




     (iii) copies or originals of any tax service contract;




     (iv) documentation of all non-HMP modifications to the original Mortgage Loan
Documents;




     (v) documentation, including appropriate approval by the Trustee, if required,
relating to any releases of any collateral supporting the Mortgage Loan;




     (vi) the loan application, any credit reports, verification of employment,
verification of any deposit, and tax returns;




     (vii) the originals of all RESPA and Truth in Lending Act disclosure statements
executed by the Mortgagor; and




     (viii) all other Mortgage Loan Documents which are customarily maintained in a
Mortgage Loan file in order to properly service a Mortgage Loan.



     (d) Foreclosure correspondence, and legal notifications, if applicable, as well as
documentation of all HMP modifications to the original Mortgage Loan Documents, will be provided in
separate electronic files.



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     (e) Upon discovery by the Subservicer, the Trustee or the Servicer or upon the request of the
Trustee or Servicer, the Subservicer will promptly deliver to the Custodian any original Mortgage
Loan Document listed in Section 4.6(a) that comes into the Subservicer’s possession and shall
retain a copy of any such Mortgage Loan Document in its Servicing File. Notwithstanding the
foregoing, with respect to any document listed in clause (a)(iii) above, (1) within ten (10)
Business Days of the execution of any such assumption, modification, consolidation or extension
agreement, Subservicer shall provide a copy thereof to the Custodian; and (2) within sixty (60)
days of the execution of any such assumption, modification, consolidation or extension agreement,
Subservicer shall provide the original counterpart(s) thereof to the Custodian.



     Section 4.7 Imaged Records.



     The Subservicer, at its expense, may duplicate or image the Servicing Files on electronic
media, but may not destroy hard copies of the documents required to be maintained in Servicing
Files without the Servicer’s prior consent; provided, however, if Subservicer is under no legal,
regulatory, administrative or similar obligation to maintain the original contents of the Servicing
Files in hard format for at least seven (7) years after the last activity on the Mortgage Loan, and
the Servicer does not consent to the destruction of such hard copies, the cost and responsibility
of storing such hard copies shall be the cost and responsibility of Servicer.



     Section 4.8 Enforcement of Due-On-Sale Clause; Assumption.



     (a) Upon the transfer of title to the Mortgaged Property, the Subservicer, upon the earlier of
notice or discovery, shall enforce the due-on-sale clause contained in any Mortgage Loan, unless
(i) the Subservicer determines that the enforcement would not be permitted by the Legal
Requirements; provided, however, that the Subservicer shall be entitled to assume
that the Mortgage Note and Mortgage may be enforced in accordance with their respective terms, (ii)
a Mortgage Note assumption rider relates to the Mortgage Loan, or (iii) the applicable Insurer
advises that the enforcement of the due-on-sale clause will jeopardize the Private Mortgage
Insurance coverage, if any, on such Mortgage Loan. Notwithstanding the foregoing, the Subservicer
may, in its reasonable discretion, provide the Mortgagor notice of the Mortgagor’s breach of the
due-on-sale clause and allow the Mortgagor to cure the breach within thirty (30) days of receipt of
such notice. In all circumstances of unapproved transfer initiated by the Mortgagor, the
Subservicer shall notify the Servicer (which notice may be pursuant to the reports to the Servicer
required by this Agreement) and the Private Mortgage Insurer, if any, of such transfer and obtain
written approval from the Private Mortgage Insurer before initiating enforcement proceedings.



     (b) Notwithstanding the preceding paragraph, the Subservicer may also in its discretion waive
the due-on-sale clause on any Mortgage Loan and permit the assumption of such Mortgage Loan if the
assumption is required by the Legal Requirements or by the terms of the Mortgage Loan Documents.
Upon such approval and the execution by the new Mortgagor of an assumption agreement obligating the
new Mortgagor to all of the terms of the related Mortgage Note and Mortgage, the Subservicer may
approve such assumption in accordance with the Legal Requirements and the terms of the Mortgage
Loan Documents as applicable. Subsequent to the assumption, the new mortgagor shall be deemed to
be Mortgagor under this



24









 




Agreement. The Subservicer shall notify the Servicer of the completion of any approved
assumption by the tenth (10th) day of the month following the month of completion. The Subservicer
shall provide to the Custodian the original assumption agreement.




     (c) Subject to the Accepted Servicing Practices, the Subservicer may charge the related
Mortgagor a reasonable and customary assumption fee and retain such fee.



     Section 4.9 Insurance.



     (a) Subject to reimbursement as a Servicing Advance under the terms of this Agreement, and
subject to the Accepted Servicing Practices, the Subservicer shall cause each Mortgaged Property
and REO Property to be covered at all times by Hazard Insurance in an amount equal to least equal
to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i)
the Stated Principal Balance owing on the Mortgage Loan (or, in the case of an REO Property, the
fair market value of such REO Property) and (ii) an amount such that the proceeds of such insurance
shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance
clause under the policy. All Hazard Insurance Policies shall be underwritten by an Insurer that has
a current rating that is acceptable under Fannie Mae Guidelines. Subject to reimbursement under
the terms of this Agreement, and subject to the Accepted Servicing Practices, the Subservicer shall
ensure that Flood Insurance is maintained on each Mortgaged Property and REO Property located in an
area that is identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards; provided, that Flood Insurance, as described below, is available on
commercially reasonable terms. The Flood Insurance Policy shall be in an amount representing
coverage not less than the least of (A) the replacement value of the improvements that are part of
the Mortgaged Property, (B) the Stated Principal Balance of the Mortgage Loan or (C) the maximum
amount of insurance available under the National Flood Insurance Act of 1968 or the Flood Disaster
Prevention Act of 1973, as amended. All Flood Insurance Policies shall be underwritten by a
federal government agency or by an Insurer that satisfies Fannie Mae Guidelines regarding the
rating of the Insurer or the guarantee of the Insurer’s policies by the National Flood Insurance
Program. Additionally, if a Mortgaged Property or REO Property that is not identified by the
Federal Emergency Management Agency as having special flood hazards becomes so identified in the
Federal Register, within a reasonable period of time after such identification, the Subservicer
shall arrange for Flood Insurance to be obtained on the Mortgaged Property or REO Property in
accordance with this Section 4.9. All such policies shall be endorsed with standard mortgagee
clauses with loss payable to the Subservicer and shall provide for at least thirty (30) days prior
written notice of any cancellation, reduction in the amount of or material change in coverage to
the Subservicer. The Subservicer shall not interfere with the Mortgagor’s freedom of choice in
selecting either his insurance carrier or agent, provided, however, that the
Subservicer shall not accept any such insurance policies from insurance companies unless such
companies are acceptable under the Fannie Mae Guidelines and are licensed to do business in the
state wherein the Mortgaged Property is located.



     (b) In the event that the Subservicer shall obtain and maintain, at its own expense, a blanket
policy issued by an insurer that is acceptable under the Fannie Mae Guidelines (a “Qualified
Insurer”) insuring against fire and hazard losses on all of the REO Properties, then, to the
extent such policy provides coverage in an amount equal to the amount



25









 




required pursuant Section 4.9(a) and otherwise complies with all other requirements of Section
4.9(a), it shall conclusively be deemed to have satisfied its obligations as set forth in
Section 4.9(a). It is further understood and agreed that such policy may contain a deductible
clause, in which case the Subservicer shall, in the event that there shall not have been maintained
on the related escrowed Mortgaged Property or REO Property a policy complying with Section 4.9(a),
and there shall have been a loss which would have been covered by such policy, deposit in the P & I
Custodial Account the amount not otherwise payable under the blanket policy because of such
deductible clause without reimbursement therefor (and such amount shall be deemed Insurance
Proceeds). Upon request of the Servicer, the Subservicer shall cause to be delivered to the
Servicer a certified true copy of such policy and a statement from the insurer thereunder that such
policy shall in no event be terminated or materially modified without thirty (30) days’ prior
written notice to the Servicer.




     (c) The Subservicer shall prepare and present on behalf of the Servicer all claims under the
Insurance Policies and take such actions (including the negotiation, settlement, compromise or
enforcement of the insured’s claim) as shall be reasonably necessary to realize recovery under the
Insurance Policies. Any proceeds disbursed to the Subservicer in respect of such Insurance Policies
(other than amounts applied to the restoration and repair of the related Mortgaged Property or to
be released to the related Mortgagor in accordance with the Subservicer’s normal servicing
procedures) shall be promptly deposited in the P & I Custodial Account or the applicable T & I
Escrow Account, as appropriate.



     (d) Subservicer may engage one or more insurance claim adjustors for the purpose of
negotiating, settling, compromising, enforcing and otherwise managing insurance claims related to
the Mortgage Loans and the REO Properties. In such event, the Servicer agrees to be responsible
for all such fees.



     Section 4.10 Insurance Notices.



     The Servicer shall arrange, or shall cause its Owner Designee to arrange, for all insurance
drafts, notices, policies, invoices, and similar documents to be delivered directly to the
Subservicer, to the extent permitted under the Insurance Policies and Legal Requirements.



     Section 4.11 Tax and Flood Contracts.



     With respect to each First Lien Mortgage Loan designated by Servicer, the Subservicer shall
provide such real estate tax processing, delinquent tax control, tax status determination, and with
respect to any first or junior lien, flood status determination, monitoring of flood insurance and
customer support services (collectively the “Tax and Flood Services”) as the Subservicer
typically provides for other escrowed and non-escrowed mortgage loans that it services. The
purchase or transfer fees associated with the Tax and Flood Services shall be reimbursed by the
Servicer to the Subservicer as Pass-Through Expenses in accordance with this Agreement. If the tax
or flood data supplied to Subservicer has been prepared by a provider other than Subservicer’s
primary Tax or Flood Services provider (as listed on Exhibit F hereto), any transfer fees assessed
shall be reimbursed by the Servicer to the Subservicer as Pass-Through Expenses in accordance with
this Agreement. The Subservicer shall request that the prior servicer, if any, provide Tax and
Flood Services agreements and information with respect to each



26









 




Mortgage Loan prior to procuring any new Tax and Flood Services. If such agreements and
information are not provided by the Servicer or the prior servicer within fifteen (15) days the
Servicing Transfer Date, then a tax and/or flood contract (as applicable) will be purchased by
Subservicer. Notwithstanding the foregoing, the Subservicer shall have no obligation to obtain tax
service contracts with respect to second lien Mortgage Loans.




     Section 4.12 Tax and Insurance Accounts; Tax Service.



     (a) All T & I Escrow Accounts shall be established and maintained in accordance with the
Mortgage Loan Documents and Legal Requirements for those Mortgage Loans that provide for or
otherwise require Escrow Payments. The Subservicer shall reflect in the Tax and Insurance Account
the Escrow funds collected from the Mortgagor and deposited into the applicable T & I Escrow
Account for the payment of real estate taxes, ground rents, Private Mortgage Insurance, Hazard
Insurance and, if applicable, Flood Insurance premiums, assessments and other charges. If Escrow
funds are being collected when the Servicer transfers servicing of the Mortgage Loan to the
Subservicer, the Subservicer must establish a T & I Escrow Account (either a separate account or a
sub account) for such Mortgage Loan and continue to collect 1/12 of the yearly charge for Escrow
with each Monthly Payment. If a Mortgagor’s Escrow funds are insufficient to pay taxes, insurance
premiums or other escrowed items, the Subservicer shall timely advance to the T & I Escrow Account
from its own funds an amount sufficient to cover the shortage and reflect such advance in the
Mortgagor’s Tax and Insurance Account (a “T & I Advance”). Whenever possible, these T & I Advances
shall be recovered from the Mortgagor’s subsequent monthly Escrow Payments, Insurance Proceeds or
Liquidation Proceeds with respect to the Mortgagor’s Mortgage Loan, pursuant to Section 6.4(b).
Insurance premiums that are not Escrow items but that are collected and disbursed for payment, such
as life, major medical, disability or other assessments not required as part of the Mortgagor’s
monthly installments, should not be reflected in the Mortgagor’s Tax and Insurance Reserve. The
Subservicer shall comply with all applicable Legal Requirements in connection with Escrow items,
the analysis of the Mortgagor’s T & I Escrow Account and any reports to the Mortgagor related
thereto. Without limiting the foregoing, the Subservicer shall comply with all requirements
concerning the handling of escrow accounts contained in the federal Real Estate Settlement
Procedures Act of 1974, as amended, and all regulations promulgated thereunder.



     (b) As outlined in Exhibit I, for any First Lien Mortgage Loan that is a non-escrowed loan, in
the event that any real estate taxes or assessments in connection with a Mortgage Loan are or
become delinquent, then the Subservicer shall effect payment thereof as appropriate and prior to
the related tax sale foreclosure date, and any such payment shall be reimbursable as a Servicing
Advance under the terms of this Agreement. The Subservicer shall pay, on behalf of the related
Mortgagor, any penalties, fines, similar charges or interest resulting from such delinquency, and
shall be entitled to reimbursement for any such penalties, fines, similar charges or interest that
it may incur as Servicing Advances under the terms of this Agreement. Additionally, in the event
that any Mortgagor fails to provide Subservicer with reasonable proof of hazard insurance in
connection with a Mortgage Loan, the Subservicer shall promptly provide such insurance coverage
until such time as the Mortgagor submits reasonable proof of Mortgagor’s own coverage. Any such
payment of hazard insurance by Subservicer shall be reimbursable as a Servicing Advance under the
terms of this Agreement.



27









 





     (c) For any Mortgage Loan with an established escrow account, in the event that any real
estate taxes or assessments in connection with a Mortgage Loan are or become delinquent, then the
Subservicer shall effect payment thereof as soon as reasonably possible and any such payment shall
be reimbursable as a Servicing Advance under the terms of this Agreement. The Subservicer shall
pay, on behalf of the related Mortgagor, any penalties, fines, or other charges or interest
resulting from such delinquency and shall be entitled to reimbursement from the Servicer as
Pass-Through Expenses, for any such expenses that it may incur, so long as such delinquency was
within thirty (30) days after the Servicing Transfer Date. Any such fines, penalties, or other
charges or interest incurred pursuant to this subsection after thirty (30) days following the
Servicing Transfer Date shall be the responsibility of the Subservicer.



     (d) In the event that a Mortgaged Property has outstanding tax delinquencies prior to the
Servicing Transfer Date that were not reported by the Servicer, a prior servicer or a prior tax
service to the Subservicer, the Subservicer shall not be liable for a Mortgaged Property lost to a
tax sale for a delinquency occurring prior to the Servicing Transfer Date; provided, however, that
the Subservicer shall take all reasonable actions required to cure such tax delinquency in
accordance with Accepted Servicing Practices and/or the reasonable instructions of the Servicer.
If the Subservicer obtains prior year delinquency information from a prior servicer and/or
Servicer, the Subservicer may find it necessary to perform a prior delinquency search in order to
adequately service such loan. Subject to notice and prior approval by the Servicer, the cost of
such search shall be reimbursed by the Servicer to the Subservicer as a Pass-Through Expense.



     Section 4.13 Bankruptcies.



     The Subservicer will represent the Trust’s interest in any bankruptcy proceedings relating to
the Mortgagor and follow the procedures set forth in Section 4.2(k) hereof. The associated costs
of protecting the Trust’s interest in bankruptcy shall be paid as Servicing Advances in accordance
with this Agreement. If the Mortgagor, a creditor, or a bankruptcy trustee proposes to reduce the
unpaid principal balance of the Mortgage Note, reduce the Mortgage Interest Rate, or otherwise
modify a Mortgagor’s obligations under a Mortgage Loan, the Subservicer shall use reasonable
efforts to challenge any such modification on a timely basis if a commercially reasonable and valid
legal basis exists for such challenge, unless the Servicer agrees to such reduction. Subservicer
shall provide notice as provided in Exhibit I to Servicer of any reduction in unpaid principal
balance prior to this reduction and obtain written approval of Servicer for the reduction.



     Section 4.14 Foreclosure Procedures.



     (a) In conjunction with loss mitigation efforts provided for in Exhibit I, in the event that
any payment(s) due under any Mortgage Loan remains delinquent and Subservicer determines that such
payment(s) are unlikely to be collected from the Mortgagor, the Subservicer shall order one or more
Valuations or property inspections with respect to the related Mortgaged Property, and may commence
foreclosure proceedings in accordance with Accepted Servicing Practices. In such connection, the
Subservicer shall from its own funds, subject to reimbursement pursuant to Section 6.3, make all
necessary and proper Servicing Advances;



28









 




provided, however, that the Subservicer shall have no obligation to advance any amount that
the Subservicer determines is likely to be a Non-Recoverable Servicing Advance.




     (b) As provided for in Exhibit I, the Subservicer shall initiate, carry out, complete or
perform any foreclosure proceeding in the name of the Trust or Owner Designee. Immediately prior to
the initiation of foreclosure of any Mortgage Loan by the Subservicer under this Agreement, the
Subservicer shall perform all actions necessary to transfer ownership of such Mortgage Loan to the
Trust or Owner Designee.



     (c) In connection with a foreclosure or other conversion, the Subservicer shall exercise such
rights and powers vested in it hereunder and use the same degree of care and skill in its exercise
as prudent mortgage servicers would exercise or use under the circumstances in the conduct of their
own affairs and consistent with Accepted Servicing Practices with respect to mortgage loans in
foreclosure or similar proceedings. In the event that foreclosure results in a deficiency and
applicable law permits, the Subservicer shall continue to perform collection services in accordance
with a receivable collection agreement to be negotiated with the Servicer.



     (d) Notwithstanding anything to the contrary contained in this Agreement, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Subservicer has notice
or knowledge that a Mortgaged Property has a Negative Environmental Condition or is otherwise
contaminated by hazardous or toxic substances or wastes, or if the Servicer otherwise requests, an
environmental inspection or review of such Mortgage Property conducted by a qualified inspector
shall be arranged for by the Subservicer. Upon completion of the inspection, the Subservicer shall
promptly provide the Servicer with a written report of environmental inspection. All costs
incurred by the Subservicer pursuant to this paragraph shall constitute Servicing Advances.



     (e) In the event the environmental inspection report indicates that the Mortgaged Property has
a Negative Environmental Condition or is otherwise contaminated by hazardous or toxic substances or
wastes, the Subservicer (i) shall promptly notify the Servicer and (ii) shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure if the estimated costs of the
environmental clean up, as estimated in the environmental inspection report, together with the
Servicing Advances made by the Subservicer and the estimated costs of foreclosure or acceptance of
a deed in lieu of foreclosure exceeds the estimated value of the Mortgaged Property based on a
Valuation obtained by the Subservicer at such time. If, however, the aggregate of such clean up and
foreclosure costs and Servicing Advances is less than the estimated value of the Mortgaged
Property, then the Subservicer shall, in its reasonable judgment and in accordance with Accepted
Servicing Practices, proceed with foreclosure or acceptance of a deed in lieu of foreclosure and
the Subservicer shall be reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as
applicable. In the event the Subservicer does not proceed with foreclosure or acceptance of a deed
in lieu of foreclosure pursuant to the first sentence of this paragraph, the Subservicer shall be
reimbursed for all Servicing Advances and the Subservicer shall have no further obligation to
service such Mortgage Loan under the provisions of this Agreement.



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     Section 4.15 Reinstatement of Mortgage Loans.



     If the Mortgagor offers full reinstatement of the Mortgage Loan during the foreclosure
process, the Subservicer shall accept the offer. Full reinstatement means: (i) payment of all
amounts due in order to bring the Mortgage Loan current, including attorneys’ and trustees’ fees,
any additional legal costs and any other expenditures or advances made by the Subservicer during
the foreclosure process, and (ii) payments of all other amounts necessary to cure all other
defaults under the Mortgage Loan Documents, including, without limitation, the payment of real
property taxes due and owing. Upon accepting the reinstatement, the Subservicer will contact the
attorney or trustee promptly to avoid incurring additional legal costs or fees. The Subservicer
will apply the funds upon receipt. If the Mortgage Note and other Mortgage Loan related documents
were delivered to the Subservicer by the Servicer or the Custodian in connection with the
Mortgagor’s delinquency, the Subservicer will return the Mortgage Note and other Mortgage Loan
related documents to the Servicer or the Custodian to be included in the Mortgage Loan Documents
upon receipt of the reinstatement funds from the Mortgagor.



     Section 4.16 Servicing REO Property.



     (a) In the event that title to the Mortgaged Property is acquired by deed in lieu of
foreclosure executed prior to the commencement of a foreclosure proceeding, then the deed or
certificate of sale shall be issued in the name of the Trust or an Owner Designee for the benefit
of the holders of the American General Mortgage Loan Trust 2010-1 certificates. In the event that
title to the Mortgaged Property is acquired in foreclosure or prior to the completion of a
foreclosure proceeding commenced by the Subservicer, then the deed shall be issued in the name of
Trust or the Owner Designee for the benefit of the holders of the American General Mortgage Loan
Trust 2010-1 certificates. The Subservicer shall cooperate with the Trustee or the Owner Designee
in connection with the transfer and assignment of title and ownership of REO Properties following
foreclosure proceedings or the execution of deeds in lieu of foreclosure and shall ensure that the
title to such REO Property references the Pooling and Servicing Agreement.



     (b) The Subservicer shall manage, conserve, protect, and operate each REO Property in
accordance with Accepted Servicing Practices, subject to the REMIC Provisions, either through
itself or through an agent selected by the Subservicer, and in the manner that similar property in
the same locality as the REO Property is managed. Consistent with the provisions of Exhibit I, if
the Subservicer deems it advisable, the Subservicer may, in accordance with Accepted Servicing
Practices, order one or more Valuations with respect to the REO Property. The Subservicer shall
attempt to sell such REO Property on such terms and conditions as the Subservicer deems to be in
the best interest of the Trust or the Owner Designee, as applicable. If permitted by the
applicable Limited Power of Attorney, the Subservicer shall be authorized to execute and deliver on
behalf of the Trust or the Owner Designee, as applicable, all deeds, instruments of transfer and
other closing documentation necessary and desirable to implement the disposition of REO Property.



     (c) The Subservicer shall also maintain on each REO Property fire and hazard insurance with
extended coverage, liability insurance and, to the extent required and available under the National
Flood Insurance Act of 1968, as amended, flood insurance, and all other insurance coverage required
under Section 4.9.



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     (d) Each REO Disposition shall be carried out by the Subservicer as provided in Exhibit I. If
as of the date title to any REO Property was acquired by the Subservicer there were outstanding
unreimbursed Servicing Advances with respect to the REO Property, the Subservicer, upon an REO
Disposition of such REO Property, shall be entitled to reimbursement for any such unreimbursed
Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds
from the REO Disposition, net of any payment to the Subservicer as provided above, shall be
deposited within two (2) Business Days of receipt in the P&I Custodial Account following receipt
thereof for distribution on the next Remittance Date.



     (e) The Subservicer shall cause each REO Property to be inspected promptly upon the
acquisition of title thereto and shall cause each REO Property to be inspected at least annually
thereafter. The Subservicer shall make or cause to be made an electronic report of each such
inspection. Such reports shall be retained in the Mortgage Servicing File and copies thereof shall
be forwarded by the Subservicer to the Servicer upon request. That statement shall be accompanied
by such other information as the Servicer shall reasonably request.



     (f) Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the
Trust or the Owner Designee, as applicable, or pursuant to a deed in lieu of foreclosure, the
Subservicer shall submit to the Servicer or the Owner Designee, as applicable, a liquidation report
with respect to such Mortgaged Property.



     (g) Following the foreclosure sale or abandonment of any Mortgaged Property, the Subservicer
shall report such foreclosure or abandonment to the Servicer and as required pursuant to Section
6050J of the Code or any successor provision thereof.



     (h) In the event that Servicer requests the transfer of a serviced REO Property from the
Subservicer, all costs incurred by the Subservicer in marketing the subject REO Property (prior to
the Servicer’s transfer request) shall be reimbursable as a Servicing Advance. Additionally, any
costs and/or penalties payable by the Subservicer to a third party (to which Subservicer has
delegated some or all of its duties with respect to such REO Property pursuant to Section 4.5)
then-payable in connection with such REO Property shall be reimbursable as a Servicing Advance.



     (i) The Subservicer shall deposit or cause to be deposited, on a daily basis in the P&I
Custodial Account, all revenues received, including revenues from rental of an REO Property and
sale proceeds, with respect to each REO Property and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 4.9 hereof and the fees of any managing agent
acting on behalf of the Subservicer.



     (j) In accordance with, and subject to the limitations of Sections 4.5 and 4.16(j), the
Subservicer may outsource the management, conservation, protection and operation of REO Property to
a third party, which arrangement will result in fees to the Trust, provided that Subservicer shall
seek written approval of Servicer of the third party and such fees to be charged. In such event,
the Servicer agrees to be responsible for all such fees. Home Select Settlement Solutions, LLC is a
third party of which Servicer approves.



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     (k) Any disposition of REO Property shall be for cash only (unless changes in the REMIC
Provisions made subsequent to March 30, 2010 allow a sale for other consideration and an opinion of
counsel is obtained by the Subservicer to the effect that such sale shall not (i) endanger the
status of any REMIC of the Trust as a REMIC or (ii) result in the imposition of United States
federal income tax upon any REMIC of the Trust (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on contributions after the startup
day set forth on Section 860G(d) of the Code).



     (l) In the event that the Trust acquires any REO Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the Subservicer shall dispose of
such REO Property before the end of the third taxable year beginning after the year of its
acquisition by the Trust for purposes of Section 860G(a)(8) of the Code (or the end of such other
period as may be identified in the REMIC Provisions as the maximum time during which such REO
Property continues to constitute “foreclosure property” under the REMIC Provisions) unless the
Servicer shall have applied for and received an extension of such period from the Internal Revenue
Service, in which case the Trust may continue to hold such REO Property for the period of such
extension. Notwithstanding any other provision of this Agreement, no REO Property acquired by the
Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Trust in such a manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or (ii) subject any REMIC of the Trust to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c)
of the Code or otherwise, unless the Subservicer has agreed to indemnify and hold harmless the
Trust with respect to the imposition of any such taxes.



     Section 4.17 Satisfactions.



     If permitted by the Limited Power of Attorney, the Subservicer will thereby be authorized and
empowered to execute and deliver on behalf of itself and the Trust all instruments of satisfaction
or of partial or full release and all other comparable instruments with respect to the Mortgage
Loans and Mortgaged Properties. The Subservicer shall take all actions necessary to satisfy
mortgages and release their liens in a timely manner. Once the required release or satisfaction
documents are executed and recorded, if applicable, and the Mortgage Note is canceled, the
Subservicer shall promptly send the canceled documents to the Mortgagor if state law requires such
action or the Mortgagor specifically requests the return of the documents. In other instances, the
Subservicer may either return the documents to the Mortgagor or retain them (as long as they are
not destroyed until after the retention period required by applicable law). The Subservicer should
also take any other steps required to release the lien and assure that no penalties are incurred
because the actions were not performed in a timely manner. The Subservicer may not seek
reimbursement from the Servicer, the Trust or the Mortgagor for any penalty fee that the
Subservicer has to pay because the Subservicer failed to process any release or satisfaction
documents within the required time frame. If the Trustee, the Servicer, or the Custodian fail to
do so, the Subservicer may seek reimbursement from the Trust for any penalty that the Subservicer
pays because the release or satisfaction was not processed in the required time frame as a result
of Trustee’s failure, Servicer’s failure or the Custodian’s failure to act in a



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timely manner as a Servicing Advance under the terms of this Agreement. The Subservicer shall
generally follow the procedures set forth in the Fannie Mae Guidelines regarding satisfactions of
mortgages.




     Section 4.18 Servicing Advances and Pass-Through Expenses.



     (a) The Subservicer shall not have any obligation or duty hereunder to: (i) advance any
amounts constituting delinquent principal and interest payments or (ii) advance any amounts that
would otherwise constitute a Servicing Advance hereunder if the Subservicer reasonably determines
that such amount is not likely to be recovered from late payments, insurance proceeds, liquidation
proceeds, condemnation proceeds on the related Mortgage Loan or REO Property. Notwithstanding any
provision to the contrary herein, including without limitation that any Servicing Advance is
subsequently determined to be non-recoverable, the Subservicer shall be entitled to recover any
Servicing Advance and any Pass-Through Expenses in accordance with the terms of Section 6.3 and
Section 6.4(b)(iii).



     (b) The Subservicer shall provide and maintain appropriate procedures to ensure that each
individual Servicing Advance and Pass-Through Expense is accounted for as a single item and amount
without any duplication thereof.



     (c) Notwithstanding anything to the contrary contained herein, if at the end of any calendar
month, the amount of unreimbursed Servicing Advances (excluding Non-recoverable Servicing advances)
exceed the aggregate amount collected by the Subservicer during such calendar month in accordance
with the provisions of this Agreement, the Subservicer shall so notify the Servicer and the
Servicer shall remit the total amount of such shortfall plus accrued interest at the rate of LIBOR
plus four percent (4%) to the Subservicer for each calendar day after the end of the calendar month
until the day the payment is made, which shall be within seven (7) days of such notification. If
the Servicer fails to pay to the Subservicer the amount of any such shortfall within thirty (30)
days of the related notification by the Subservicer to the Servicer of such shortfall, such failure
shall constitute an Event of Default under Section 9.1(k).



     (d) Without limiting any other provision of this Agreement, from the Servicing Transfer Date
until the termination of this Agreement, with respect to each Mortgage Loan serviced pursuant to
this Agreement, Subservicer shall not assume Servicer’s obligations to make Advances. Advances
made by Subservicer shall be reimbursed by Servicer.



     Section 4.19 Prepayment Penalties.



     (a) Upon receipt of a request for a payoff, if the information provided by the Servicer or the
prior servicer to the Subservicer indicates that a prepayment penalty is applicable with respect to
a Mortgage Loan, the Subservicer shall review the Mortgage Note to determine whether a prepayment
penalty may be collected from the Mortgagor and shall be obligated to collect such prepayment
penalty, if any. Notwithstanding anything herein to the contrary, the Subservicer shall have no
obligation to collect, or make payments to the Servicer with respect to, any prepayment penalties,
Late Fees, or other fees or items which are prohibited under applicable law for that Mortgage Loan.
In addition, as long permissible under Exhibit I, the Subservicer may also waive, in whole or in
part, any such fees mentioned in the preceding sentence if: (A)



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(i)(a) the Subservicer determines that such waiver is standard and customary in servicing
similar mortgage loans, (b) such waiver relates to a default or, in the judgment of the
Subservicer, a reasonably foreseeable default in respect of the applicable Mortgage Loan and (c)
such waiver would, in the reasonable judgment of the Subservicer, maximize recovery of Liquidation
Proceeds for such Mortgage Loan, taking into account the value of such prepayment penalty, (ii) the
enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment or (iii) such waiver is otherwise permitted by Exhibit I..




     (b) Upon transfer of servicing of a Mortgage Loan to the Subservicer, if the servicing
transfer tape or data provided to the Subservicer indicates that such Mortgage Loan has a
prepayment penalty, then the Subservicer shall flag its system to indicate that a prepayment
penalty is applicable with respect to such Mortgage Loan.



     (c) Except as provided in this Section 4.19, in no event will the Subservicer waive a
prepayment penalty in connection with a refinancing of a Mortgage Loan that is not related to a
default or a reasonably foreseeable default without Servicer’s written approval. If the
Subservicer waives or does not collect all or a portion of a prepayment penalty relating to a
Principal Prepayment in full or in part due to any action or omission of the Subservicer, other
than as permitted above, the Subservicer shall deposit from its own funds without any right of
reimbursement therefore the amount of such prepayment penalty (or such portion thereof as had been
waived for deposit) in the P & I Custodial Account for distribution in accordance with the terms of
this Agreement.



     Section 4.20 Restoration and Repair.



     The Subservicer need not obtain the approval of the Servicer prior to releasing any Insurance
Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the restoration or repair of
the Mortgaged Property or REO Property if such release is in accordance with Accepted Servicing
Practices and the terms of this Agreement. If Insurance Proceeds or Condemnation Proceeds exceed
$10,000, the Subservicer shall comply with the following conditions in connection with any such
release :




     (i) the Subservicer shall receive satisfactory independent verification of
completion of repairs and issuance of any required approvals with respect thereto;




     (ii) the Subservicer shall take all steps necessary to preserve the priority of the
lien of the Mortgage, including, but not limited to requiring waivers with respect to
mechanics’ and material men’s liens;




     (iii) the Subservicer shall verify that the Mortgage Loan is not in default; and




     (iv) pending repairs or restoration, the Subservicer shall place the Insurance
Proceeds or Condemnation Proceeds in the Escrow Account.



     If the Servicer is named as an additional loss payee, the Subservicer is hereby empowered to
endorse any loss draft issued in respect of such a claim in the name of the Servicer.



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     The Subservicer shall inspect the Mortgaged Property as often as is deemed necessary by the
Subservicer to assure itself that the value of the Mortgaged Property is being preserved. In
addition, if any Mortgage Loan is more than ninety (90) days Delinquent, the Subservicer shall
immediately inspect the Mortgaged Property and shall conduct subsequent inspections in accordance
with Accepted Servicing Practices. The Subservicer shall keep a written report of each such
inspection.



     Section 4.21 Subservicer Bond, Errors and Omissions Insurance.



     The Subservicer shall maintain, at its own expense, a blanket Subservicer Bond and an errors
and omissions insurance policy, with broad coverage with a Qualified Insurer on all officers,
employees or other Persons acting in any capacity with regard to the Mortgage Loans to handle
funds, money, documents and papers relating to the Mortgage Loans. The Subservicer Bond shall be
in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Subservicer
against losses, including forgery, theft, embezzlement, misrepresentation and fraud. The errors
and omissions insurance policy shall protect and insure the Subservicer against losses due to
errors and omissions and negligent acts of such Persons. Such errors and omissions insurance
policy shall also protect and insure the Subservicer against losses in connection with the failure
to maintain any insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.21 requiring the Subservicer Bond and errors and omissions
insurance policy shall diminish or relieve the Subservicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae MBS Selling and
Servicing Guide. Upon request of the Servicer or the Master Servicer, the Subservicer shall cause
to be delivered to the Servicer a certified true copy of the Subservicer Bond and errors and
omissions insurance policy and a statement from the surety and the insurer that such Subservicer
Bond and errors and omissions insurance policy shall in no event be terminated or materially
modified without thirty (30) days’ prior written notice to the Servicer.



     Section 4.22 Disaster Recovery.



     The Subservicer will maintain disaster recovery services at a dedicated facility which is
equipped to handle Subservicer’s data center processing in the event disaster recovery is needed.
Throughout the term of this Agreement, Subservicer shall maintain in effect contracts and/or
arrangements which are substantially equivalent to those that are currently in effect.



     Subservicer will test its disaster recovery capabilities at least once per calendar year and
provide the results of each such test to Servicer. Subservicer will notify Servicer within one (1)
hour of an event occurring that will likely result in service interruption in excess of forty-eight
(48) hours. Following such a communication, Subservicer will provide updates on an hourly basis as
to whether or not a disaster will be declared.



     Subservicer will provide off-site storage for Servicer’s data files so that they can be
reconstructed in the event of loss or destruction of Servicer’s processing files at Subservicer’s
location.



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     Section 4.23 High Cost Loans.



     To the extent any Mortgage Loan is discovered to be a High Cost Loan, the Subservicer shall
continue to service such High Cost Loan provided that the unpaid principal balance of all High Cost
Loans that the Subservicer is subservicing under this Agreement with Servicer, as of any date of
determination, is not more than one million ($1,000,000) dollars (or such other amount as mutually
agreed upon by the Subservicer and the Servicer); provided that, in the event the addition of any
High Cost Loan(s) results in the unpaid principal balance of all High Cost Loans that the
Subservicer is servicing pursuant to this Agreement with Servicer, as of such date of
determination, becomes greater than one million ($1,000,000) dollars (or such other amount as
mutually agreed upon by the Subservicer and the Servicer), the Subservicer shall promptly notify
the Servicer of such event and shall service transfer one or more High Cost Loans within
one-hundred eighty (180) calendars days of Servicer’s receipt of such notice such that, after the
date of such service transfer, the unpaid principal balance of all High Cost Loans that the
Subservicer is servicing pursuant to this Agreement with Servicer, as of such date of
determination, is less than one million ($1,000,000) dollars (or such other amount as mutually
agreed upon by the Subservicer and the Servicer); provided further that the specific High Cost
Loans to be serviced transferred shall be selected by the Servicer in its sole discretion. The
Subservicer shall not have any affirmative obligation to determine whether a Mortgage Loan is a
High Cost Loan or satisfies the document disclosure or other requirements applicable to High Cost
Loans.



ARTICLE V

COMPENSATION TO THE SUBSERVICER




     Section 5.1 Compensation to the Subservicer.



     With respect to each Mortgage Loan, as compensation for its services under this Agreement the
Subservicer shall be entitled to withdraw from the P & I Custodial Account when earned the fees
(collectively, the “Subservicing Fees”) set forth on the Pricing Schedule attached hereto
as Exhibit D. As additional servicing compensation, the Subservicer shall be entitled to receive
an amount equivalent to all Ancillary Income (except as otherwise described in Section 4.2(j)) with
respect to the Mortgage Loans.



ARTICLE VI

ACCOUNTING




     Section 6.1 General.



     Upon the initial Servicing Transfer Date, the Subservicer shall establish one or more escrow
accounts (including subaccounts) for the deposit of Escrow funds collected (each a “T & I
Escrow Account”) and one or more custodial accounts for the deposit of funds collected in
connection with the Mortgage Loans for principal and interest (each a “P & I Custodial
Account”). All of the foregoing accounts shall be maintained in accordance with sound and
controlled practices and the Subservicer shall segregate and hold all funds collected and received
separate and apart from any of its own funds and general assets. The funds in the T & I Escrow
Accounts and the P & I Custodial Accounts may not be commingled with any other



36









 




funds, including the proceeds of any other mortgage loans or with funds serviced for other
investors or for the Subservicer’s own portfolio.




     Section 6.2 Account Maintenance.



     Each P & I Custodial Account and T & I Escrow Account shall be an Eligible Account.



     (a) The name of each P & I Custodial Account and T & I Escrow Account shall be designated as:




     (i) T & I Escrow Account: “Nationstar Mortgage LLC, as subservicer for MorEquity,
Inc., as servicer under the Pool and Servicing Agreement , dated January 31, 2010 among
Sixth Street Funding LLC, as Depositor, Wells Fargo Bank, N.A., as Master Servicer, as
Securities Administrator and as Custodian, MorEquity, Inc., as Servicer Green Tree, as
Designator successor servicer, and U.S. Bank National Association, as Trustee, in trust
for registered Holders of American General Mortgage Loan Trust 2010-1, American General
Mortgage Pass-Through Certificates, Series 2010-1”; and




     (ii) P & I Custodial Account: “Nationstar Mortgage LLC, as subservicer for
MorEquity, Inc., as serivcer under the Pool and Servicing Agreement , dated January 31,
2010 among Sixth Street Funding LLC, as Depositor, Wells Fargo Bank, N.A., as Master
Servicer, as Securities Administrator and as Custodian, MorEquity, Inc., as Servicer
Green Tree, as Designator successor servicer, and U.S. Bank National Association, as
Trustee, in trust for registered Holders of American General Mortgage Loan Trust 2010-1,
American General Mortgage Pass-Through Certificates, Series 2010-1.”



     (b) The Subservicer shall provide a reconciliation of each P & I Custodial Account to the
Servicer within 30 days after each month end. Subservicer shall provide for on-line view access
to custodial accounts or PDF transmissions of transactions in lieu of on-line access.



     (c) All collections on the Mortgage Loans with posting instructions shall be deposited to the
P & I Custodial Account no later than two (2) Business Days following the day on which good funds
are received by the Subservicer.



     (d) Each T & I Escrow Account will be maintained at the expense of the Subservicer. Such
accounts may be interest-bearing accounts; provided, however, that such accounts shall comply with
the Legal Requirements and all local, state and federal laws and regulations governing
interest-bearing accounts and borrower escrow accounts.



     (e) If the Subservicer elects or is required by law to deposit a Mortgagor’s Escrow funds into
an interest-bearing account, the Subservicer shall remain obligated to pay the Mortgagor’s taxes
and insurance premiums when due, even if the Mortgagor’s Escrow funds are not subject to withdrawal
on demand. Any amounts held in the P & I Custodial Account may be, but are not required to be,
invested, and if invested by the Subservicer, such funds will be invested in Eligible Investments.
Other than interest or other income received on Eligible



37









 




Investments, which shall belong to the Subservicer and which may be withdrawn by the
Subservicer from the P & I Custodial Account in accordance with Section 6.3 hereof, no other
amounts may be commingled in the P & I Custodial Account. The Subservicer shall promptly deposit
in the P & I Custodial Account from its own funds, without any right of reimbursement, the full
amount of any losses on its investment of funds in the P & I Custodial Account.




     Section 6.3 P & I Custodial Account; Remittance.



     (a) The following funds received with respect to the Mortgage Loans shall be transferred into
the P & I Custodial Account within two (2) Business Days of the receipt of good funds (together
with information sufficient to identify the Mortgage Loan to which such funds relate). The
Subservicer shall maintain separate accounting for each category of funds. Such funds may be net of
reimbursements for any unreimbursed Servicing Advances and Pass-Through Expenses and any unpaid
Subservicing Fees pursuant to Section 5.1 hereof:




     (i) principal collections (including prepayments and curtailments);




     (ii) interest collections;




     (iii) Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds (except as
set forth in Section 6.4(a) hereof);




     (iv) the net proceeds of any sale of an REO Property pursuant to Section 4.16
hereof;




     (v) prepayment penalties, if any;




     (vi) any amounts deposited in accordance with the last sentence of Section 6.2
hereof; and




     (vii) any amounts required to be deposited by the Subservicer pursuant to Section
4.9 in connection with the deductible clause in any blanket hazard insurance policy,
such deposit being made from the Subservicer’s own funds, without reimbursement
therefore.



     (b) The Subservicer may from time to time withdraw funds from the P & I Custodial Account for
the following reasons:




     (i) to reimburse itself for any unreimbursed Pass-Through Expenses, unreimbursed
Servicing Advances, and any unpaid Subservicing Fees pursuant to Section 5.1 (and
Subservicer shall prepare and deliver to Servicer, a report detailing the reimbursement
of any Servicing Advances, Pass-Through Expenses and Subservicing Fees from the P & I
Custodial Account);




     (ii) to reimburse itself for Non-recoverable Servicing Advances;




     (iii) to pay itself Ancillary Income, to the extent not retained or previously paid
to Subservicer;



38









 






     (iv) to make remittances to the Servicer, as set forth in subsection (c);




     (v) to clear and terminate the P & I Custodial Account;




     (vi) to transfer funds in any P & I Custodial Account to another P & I Custodial
Account maintained by a Qualified Depository;




     (vii) to remove any deposits made in error; and




     (viii) to cover non-sufficient funds.



     (c) On each Remittance Date, the Subservicer shall remit all amounts in the P & I Custodial
Account as of the close of business on the related Determination Date, net of allowable withdrawals
under subsection (b), to the Servicer by wire transfer of immediately available funds to the
account designated in writing by the Servicer.



     (d) With respect to any remittance received by the Servicer after the Business Day on which
such payment was due, the Subservicer shall pay to the Servicer interest on any such late payment
at The Wall Street Journal Prime Rate, plus two (2) percentage points but in no event greater than
the maximum amount permitted by applicable law. Such interest shall be paid by the Subservicer to
the Servicer on the date such late payment is made and shall cover the period commencing with the
Business Day on which such payment was due and ending with the Business Day on which such payment
is made, both inclusive. Such interest shall be remitted along with such late payment. The
payment by the Subservicer of any such interest shall not be deemed an extension of time for
payment or a waiver by the Servicer of any Subservicer Event of Default.



     Section 6.4 T & I Escrow Accounts.



     (a) The following funds shall be deposited into the applicable T & I Escrow Account promptly
after the Subservicer’s receipt and verification of such amounts and the Subservicer shall maintain
separate accountings for each of these types of funds:




     (i) Mortgagors’ Escrow Payments;




     (ii) Loss drafts;




     (iii) Unapplied funds; and




     (iv) Liquidation Proceeds that offset a deficit balance in a Mortgagor’s Tax and
Insurance Reserve.



     (b) The Subservicer may make withdrawals from the applicable T & I Escrow Account for the
following:




     (i) timely payment of Mortgagors’ taxes and insurance premiums;




     (ii) refunds to Mortgagors of excess Escrow funds collected;



39









 






     (iii) reimbursement to itself for all T & I Advances made by the Subservicer with
respect to the related Mortgage Loan;




     (iv) pay interest, if required, to Mortgagors on funds in the T & I Accounts;




     (v) removal of any deposits made in error;




     (vi) termination of the account;




     (vii) disburse loss drafts to contractors for repairs to Mortgaged Property damaged
by hazard losses;




     (viii) pay loss drafts to Mortgagors to the extent a loss draft exceeds total
hazard loss repair charges and the Tax & Insurance Reserve deficiency; and




     (ix) cover non-sufficient funds.



     (c) The Subservicer shall not allow the T & I Escrow Accounts to become overdrawn. If there
are insufficient funds in an account, the Subservicer will make a Servicing Advance which shall be
reimbursable pursuant to the terms of this Agreement.



     (d) Each T & I Escrow Account is to be designated in the name of the Subservicer acting as an
agent for the applicable Mortgagors in order to show that the account is custodial in nature. The
Subservicer is required to keep records identifying each Mortgagor’s payment deposited into the
account.



     Section 6.5 Interest on Tax and Insurance Reserves.



     If the law requires payment of interest on Tax and Insurance Reserves to the Mortgagor, the
Subservicer is solely and fully responsible for payment of such interest. Payment of such interest
on Tax and Insurance Reserves shall not be reflected in the Subservicer’s accounting for principal
and interest.



     Section 6.6 Access to Records.



     (a) The Subservicer will establish and maintain a system of: (i) records of operational
information relating to the collection of Mortgage Loans, the conduct of default management
services and the administration, management, servicing, repair, maintenance, rental, sale, or other
disposition of Mortgage Loans and Mortgaged Property and (ii) books and accounts, which shall be
maintained in accordance with customary business practices, of financial information relating to
the Mortgage Loans and the Mortgaged Properties. Information may be maintained on a computer or
electronic system.



     (b) The Trustee, Master Servicer, Servicer and their accountants, attorneys, agents, or
designees may at their respective expense upon reasonable prior written notice and at reasonable
times during the Subservicer’s regular business hours, examine the Subservicer’s books and records
relating to the Mortgage Loans and the Mortgaged Properties. Such records shall not include any
proprietary or confidential information, as reasonably determined by the



40









 




Subservicer. In addition, the Subservicer may provide to Servicer at Servicer’s expense, any
other information reasonably requested by the Servicer related to the Mortgage Loans and Mortgaged
Properties, subject to compliance by the Subservicer and Servicer with the Legal Requirements,
including without limitation, the Gramm-Leach-Bliley Act.




ARTICLE VII

REPORTS TO THE SERVICER




     Section 7.1 Reports to the Servicer.



     (a) The Subservicer shall prepare and deliver to the Servicer the reports and files identified
on Exhibit G-1 and Exhibit G-2 in accordance with the time frames set forth thereon; provided,
however, that in the event the Subservicer fails to provide such reports and files within such time
frames, the Subservicer shall submit to the Servicer within ten (10) Business Days of such failure
a written report detailing the reason for such failure and its recommended plan to overcome such
failure in the future.



     (b) The Subservicer shall deliver to the Servicer a written remittance advice on each
Remittance Date.



     (c) With respect to each Reporting Date, the corresponding individual loan accounting report
shall be received by the Servicer no later than the next calendar date, which report shall contain
the following:




     (i) with respect to each Monthly Payment, the amount of such remittance allocable
to principal (including a separate breakdown of any Principal Prepayment, including the
date of such prepayment, and any prepayment penalties or premiums, along with a detailed
report of interest on principal prepayment amounts);




     (ii) with respect to each Monthly Payment, the amount of such remittance allocable
to interest;




     (iii) the amount of servicing compensation received by the Subservicer since the
preceding Remittance Date;




     (iv) the aggregate outstanding principal balance of the Mortgage Loans;




     (v) the aggregate of any expenses reimbursed to the Subservicer during the prior
distribution period;




     (vi) a listing of (a) the paid-through date of each Mortgage Loan, (b) the Mortgage
Loans as to which foreclosure has commenced, which foreclosure shall be carried out in
the name of the Trust or the Owner Designee, (c) the Mortgage Loans with respect to
which the related Mortgagors that have declared bankruptcy; and (d) the Mortgage Loans
as to which REO Property has been acquired; and




     (vii) a trial balance, sorted in the Servicer’s assigned loan number order.




41












 





     (d) The Servicer shall pay the Subservicer for any additional servicing reports, that
are not customary in the mortgage servicing industry and for which the Subservicer would undertake
significant expense to prepare. The cost for such reports or modification to existing reports,
including reports or data in electronic form, shall be agreed to by the parties before Subservicer
shall be obligated to produce such reports. Notwithstanding the previous sentence, if a requested
report pertains to an Event of Default or other breach of this Agreement by the Subservicer, the
cost of such report or reports shall be borne by the Subservicer. Notwithstanding anything else
stated previously in this subsection, Servicer shall have sixty days after the effective date of
this Agreement to review the reports required by this Section and determine what, if any other
reports Servicer will require, and Subservicer shall provide these reports requested by Servicer
without additional cost, with delivery time of these reports to be as mutually agreed by Servicer
and Subservicer.



     Section 7.2 Annual Independent Certified Public Accountants’ Servicing Report.



     On or before March 30 of each year, beginning with March 30, 2011 (with respect to calendar
year 2010), the Subservicer at its expense shall cause to be delivered to the Servicer a letter or
letters of a firm of independent public accountants which is a member of the American Institute of
Certified Public Accountants to the effect that such firm has examined certain documents and
records relating to the Subservicer’s overall servicing operations and that on the basis of such an
examination conducted substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers (the “Standards”), such firm confirms that such servicing has been conducted in
compliance with the Standards, except for such significant exceptions or errors in the records
that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers
requires it to report.



     Subservicer will at its expense cause to be delivered to Servicer an initial SSAE 16 Type 2
report (formerly, through June 15, 2011, a Type II SAS 70 report) prepared by a firm of independent
public accountants which is a member of the American Institute of Certified Public Accountants
covering the period of April 1, 2011 to September 30, 2011, with a reporting deadline of November
15, 2011. Subservicer will provide a gap letter by January 31, 2012 to address any changes from
September 30, 2011 to December 31, 2011. Thereafter, Subservicer will, at its expense, cause to be
delivered to Servicer a SSAE 16 Type 2 report prepared by a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants covering the annual
periods of October 1 to September 30 each year with a reporting deadline of November 15.
Subservicer will provide a gap letter to address any changes from September 30 to December 31 each
year, which is due by January 31 of the following year. The scope of such SSAE 16 Type 2 reports
shall be limited to documentation and testing of those areas directly affecting the servicing of
the Mortgage Loans. Subservicer will also obtain a SSAE 16 Type 2 report as described above for
its lockbox provider covering the annual periods of October 1 to September 30 each year with a
reporting deadline of November 15 with the initial report covering the period of October 1, 2010 to
September 30, 2011 will be due November 15, 2011. Subservicer will cause the Lockbox provider to
provide a gap letter to address any changes from September 30 to December 31 each year, which is
due by January 31 of the following year. The initial lockbox provider gap letter covering the
period of October 1, 2011 to December 31, 2011 will be due January 31, 2012.



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     As part of the initial year transfer of servicing from the Servicer to the Subservicer, the
Subservicer will provide written representation to Servicer addressing any significant changes to
systems and controls affecting the Mortgage Loans since December 31, 2010 through March 31, 2011 or
note that there were no significant changes. Such representation letter is to be delivered by
April 30, 2011. As a supplement to the initial USAP Report for 2010 to be delivered by March 30,
2011 as described above, the Subservicer at its expense shall cause to be delivered to the Servicer
a letter of a firm of independent public accountants which is a member of the American Institute of
Certified Public Accountants to the effect that such firm has examined certain documents and
records relating to the Subservicer’s overall servicing of the Mortgage Loans through March 31,
2011 and, on the basis of such an examination conducted substantially in compliance with procedures
to be mutually agreed upon between the Servicer, Subservicer and the firm of independent public
accountants, to provide a report on the results of such examination. At a minimum the agreed upon
procedures shall address transactional processes for payment processing, payoffs, adjustable rate
mortgages, escrow balances, loan modifications, loan default processes, and REO management. Such
report is to be delivered to Servicer by May 1, 2011. For the three months ended June 30, 2011,
the Subservicer will provide written representation to Servicer addressing any significant changes
to systems and controls affecting the Mortgage Loans since December 31, 2010 through June 30, 2011
or note that there were no significant changes. Such representation letter is to be delivered by
July 31, 2011. For the three months ended September 30, 2011, the Subservicer will provide written
representation to Servicer addressing any significant changes to systems and controls affecting the
Mortgage Loans since December 31, 2010 through September 30, 2011 or note that there were no
significant changes. Such representation letter is to be delivered by October 31, 2011.



     As part of Servicer’s review for Type II SAS 70 compliance, Servicer has conducted a security
assessment review of Subservicer, as identified on Exhibit H. Subservicer agrees to take the
necessary actions indicated as “Remediation Required” within the times indicated on Exhibit H.



     Section 7.3 Reports of Foreclosures and Abandonment of Mortgaged Property.



     The Subservicer shall file, or cause to be filed, the information returns with respect to the
receipt of mortgage interest received in a trade or business, the reports of foreclosures and
abandonment of any Mortgaged Property and the information returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J, 6050P
and any comparable or successor provisions of the Code, respectively. Such reports shall be in
form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J,
6050P of the Code and any comparable or successor provisions.



     Section 7.4 Real Estate Owned Reports.



     Together with the statement furnished pursuant to Section 4.2, with respect to any REO
Property, the Subservicer shall furnish to the Servicer a statement covering the Subservicer’s
efforts in connection with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous month, together with an operating statement.



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     Section 7.5 Liquidation Reports.



     Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Servicer
pursuant to a deed-in-lieu of foreclosure, the Subservicer shall submit to the Servicer a
liquidation report with respect to such Mortgaged Property.



     Section 7.6 Compliance with Gramm-Leach-Bliley Act of 1999.



     With respect to each Mortgage Loan and related Mortgagor, the Subservicer shall comply with
Title V of the Gramm-Leach-Bliley Act of 1999 and all applicable regulations promulgated
thereunder, and shall provide all notices required thereunder with respect to the Subservicer and
the Servicer.



     Section 7.7 Reporting.



     The Subservicer shall prepare promptly each report required by applicable law including
reports to be delivered to all governmental agencies having jurisdiction over the servicing of the
Mortgage Loans and the Escrow Accounts, shall execute such reports or, if the Servicer must execute
such reports, shall deliver such reports to the Servicer for execution prior to the date on which
such reports are due and shall file such reports with the appropriate Persons. The Subservicer
shall timely prepare and deliver to the appropriate Persons Internal Revenue Service forms 1098,
1099 and 1099A (or any similar replacement, amended or updated Internal Revenue Service forms)
relating to any Mortgage Loan for the time period such Mortgage Loan has been serviced by the
Subservicer. The Servicer shall be solely responsible for filing any other forms including,
without limitation and to the extent applicable, forms 1041 and K-1 or any similar replacement,
amended or updated Internal Revenue Service forms. The reports to be provided under this subsection
shall cover the period through the end of the month following the termination of this Agreement or,
in the case of reports to be sent to the Internal Revenue Service, the end of the calendar year
following termination of the Agreement. To the extent it is an Acceptable Servicing Practice, the
Subservicer shall promptly prepare all reports or other information required to respond to any
inquiry from, or give any necessary instructions to, any mortgage insurer, provider of hazard
insurance or other insurer or guarantor, taxing authority, tax service, or the Mortgagor.



ARTICLE VIII

SUBSERVICER AND INDEMNIFICATION




     Section 8.1 Merger or Consolidation of the Subservicer.



     Notwithstanding anything herein to the contrary, any Person into which the Subservicer may be
merged or consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Subservicer shall be a party, or any Person succeeding to the business of the
Subservicer, shall be the successor of the Subservicer hereunder, provided, however, that the
successor or surviving Person must be an established housing and home finance institution, bank or
other mortgage loan or equity servicer: (i) having a net worth of not less than $25 million, (ii)
that is an FHA- Approved Mortgagee and a Freddie Mac or Fannie Mae approved servicer in good
standing, and (iii) Servicer in its sole discretion has approved as a Subservicer.



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     Section 8.2 Limitation on Resignation.



     The Subservicer shall not resign from the obligations and duties hereby imposed on it except:
(i) by mutual consent of the Subservicer and the Servicer, (ii) upon Subservicer’s good-faith
determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Subservicer (including by hiring a subservicer for certain of the
Mortgage Loans) or the Subservicer determines in good faith that curing such incapacity is not
commercially reasonable, or (iii) upon not less than one hundred eighty (180) days’ prior written
notice to Servicer. The Subservicer shall promptly notify the Servicer of any determination of the
type described in clause (ii) above and provide an opinion of counsel acceptable to the Servicer to
evidence such determination. In addition, the Subservicer shall use its best efforts to locate and
engage a successor to it in the event of a resignation pursuant to clause (ii) above.



     Section 8.3 Subservicer Limitation on Liability and Indemnification.



     (a) Neither the Subservicer nor any of the directors, officers, agents or employees thereof
shall be liable to the Servicer for any action taken, or for refraining from the taking of any
action, in good faith pursuant to this Agreement or for errors in judgment. The Subservicer and
any director, officer, agent, or employee of the Subservicer may rely in good faith on any document
of any kind which it reasonably believes has been properly executed and/or submitted by any
appropriate Person respecting any matters arising hereunder.



     (b) Other than in connection with removing a Mortgage Loan from the MERS® system pursuant to
Section 4.2(g) or (k) hereof, the Subservicer does not assume any obligation to record the original
Mortgage unless otherwise instructed to do so by the Servicer. The Subservicer shall not be under
any obligation to appear in, prosecute or defend any legal action that is not incidental to its
duties hereunder and which in its opinion may involve it in any expenses or liability.



     (c) The Servicer shall indemnify and hold harmless the Subservicer and its officers,
employees, members, directors, Affiliates and representatives (collectively, the “Subservicer
Indemnified Parties”) against any and all liability, cost and expense incurred by the
Subservicer including, without limitation, all losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs and judgments resulting from any claim, demand, defense or
assertion asserted against any Subservicer Indemnified Party in connection with: (i) any action
with respect to the origination of a Mortgage Loan; (ii) any action of any originator, holder or
servicer of the Mortgage Loans occurring prior to the related Servicing Transfer Date; (iii) a
material breach by Servicer of any representation, warranty, covenant, or obligation hereunder; (v)
any document, instrument or any other information that is missing from the Servicing File on the
Servicing Transfer Date that is necessary for the Subservicer to service the Mortgage Loans; (vi)
lost or misplaced user ID or password by Servicer (or Servicer’s designee); (vii) following the
directions and instructions of the Servicer (or its designee); provided, however, that the



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Servicer shall not be required to indemnify any Subservicer Indemnified Party against any such
liability attributable to the willful misconduct, bad faith or negligence or reckless disregard of
such Subservicer Indemnified Party or the failure of such Subservicer Indemnified Party to comply
with any covenant or obligation applicable to it hereunder (unless such failure to comply is the
result of a determination by the Subservicer that compliance with such covenant or obligation would
not be permissible under applicable law). This indemnity shall survive the termination of this
Agreement and the payment of the Mortgage Loans. The Subservicer shall promptly notify the
Servicer of any liability or claim for which the Subservicer expects to be indemnified pursuant to
this Section.




     (d) The Servicer shall be entitled to participate in and, upon notice to the Subservicer,
assume the defense of any action or claim described in Section 8.3(d) in reasonable cooperation
with, and with the reasonable cooperation of the Subservicer. The Subservicer shall have the right
to employ its own counsel in any such action in addition to the counsel of the Servicer, but the
fees and expenses of such counsel shall be at the expense of the Subservicer, unless (i) the
employment of counsel by the Subservicer at the Servicer’s expense has been authorized in writing
by the Servicer, (ii) the Servicer 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, or (iii)
the named parties to any such action or proceeding (including any impleaded parties) include the
Servicer and the Subservicer, and the Subservicer has been advised by counsel that there may be one
or more legal defenses available to it which are different from or additional to those available to
the Servicer. The Subservicer shall not be liable for any settlement of any such claim or action
unless the Subservicer shall have consented thereto (which consent shall not be unreasonably
conditioned, withheld or delayed). Any failure by the Subservicer to comply with the provisions of
this Section shall relieve the Servicer of liability only if such failure is materially prejudicial
to the position of the Servicer and then only to the extent of such prejudice.



     Section 8.4 Servicer Limitation on Liability and Indemnification.



     (a) Neither the Servicer, nor any of the directors, members, officers, agents or employees
thereof shall be liable to the Subservicer for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement or for errors in judgment. The Servicer
and any director, member, officer, agent, or employee of the Servicer may rely in good faith on any
document of any kind, which it reasonably believes has been properly executed and/or submitted by
any appropriate Person respecting any matters arising hereunder.



     (b) The Subservicer shall indemnify and hold harmless the Servicer and its officers,
employees, members, directors, Affiliates and representatives (collectively, the “Servicer
Indemnified Parties”) against any and all liability, cost and expense incurred by the Servicer,
including, without limitation, all losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs and judgments resulting from any claim, demand, defense or assertion
asserted against any Servicer Indemnified Party in connection with (i) the failure of the
Subservicer to perform its duties and service the Mortgage Loans in compliance with the terms of
the Agreement or (ii) a material breach of any representation, warranty, covenant or obligation
made by the Subservicer hereunder; provided, however, that the Subservicer shall not be required to
indemnify any Servicer Indemnified Party against any such liability attributable to



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the willful misconduct, bad faith, negligence or reckless disregard of such Servicer
Indemnified Party or the failure of such Servicer Indemnified Party to comply with any covenant or
obligation applicable to it hereunder (unless such failure to comply is the result of a
determination by the Servicer that compliance with such covenant or obligation would not be
permissible under applicable law). This indemnity shall survive the termination of this Agreement
and the payment of the Mortgage Loans. The Servicer shall promptly notify the Subservicer of any
liability or claim for which the Servicer expects to be indemnified pursuant to this Section.




     (c) The Subservicer shall be entitled to participate in and, upon notice to the Servicer,
assume the defense of any action or claim described in Section 8.4(b) in reasonable cooperation
with, and with the reasonable cooperation of the Servicer. The Servicer shall have the right to
employ its own counsel in any such action in addition to the counsel of the Subservicer, but the
fees and expenses of such counsel shall be at the expense of the Servicer, unless (i) the
employment of counsel by the Servicer at the Subservicer’s expense has been authorized in writing
by the Subservicer, (ii) the Subservicer 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, or
(iii) the named parties to any such action or proceeding (including any impleaded parties) include
the Subservicer and the Servicer, and the Servicer has been advised by counsel that there may be
one or more legal defenses available to it which are different from or additional to those
available to the Subservicer. The Servicer shall not be liable for any settlement of any such
claim or action unless the Servicer shall have consented thereto (which consent shall not be
unreasonably conditioned, withheld or delayed). Any failure by the Servicer to comply with the
provisions of this Section shall relieve the Subservicer of liability only if such failure is
materially prejudicial to the position of the Subservicer and then only to the extent of such
prejudice.



     Section 8.5 Notice of Litigation.



     In the event of litigation with respect to the Mortgage Loans or any duty under this
Agreement, the party being served shall notify the other party promptly, and, in any case, within
ten (10) days of receipt of service. The parties will cooperate in the handling of such
litigation.



ARTICLE IX

TERMINATION




     Section 9.1 Events of Default.



     The following events shall each constitute an “Event of Default” under this Agreement:



     (a) Any failure by the Subservicer to deposit into the designated account or remit to the
Servicer any amount required to be so deposited or remitted under this Agreement on the date
required under this Agreement within two days of the date such amount is due;



     (b) The Subservicer shall fail to provide to the Servicer any report required by this
Agreement to be provided to the Servicer within three days of the date such report is due;



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     (c) The entry against the Subservicer or the Servicer of a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises for the appointment of a
conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency,
conservatorship, receivership, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, which decree or order
shall have remained in force undischarged or unstayed for a period of sixty (60) consecutive days;



     (d) The Subservicer or the Servicer shall consent to the appointment of a conservator,
receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, conservatorship,
receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of
or relating to such party or of or relating to all or substantially all of the property of such
party;



     (e) The Subservicer or the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable bankruptcy,
insolvency or reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations, or take any corporate action in furtherance of any
of the foregoing;



     (f) The Subservicer shall be merged or consolidated into any Person or the Subservicer or the
Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and
obligations hereunder, in each case except as permitted by this Agreement;



     (g) The Subservicer transfers or otherwise disposes of all or substantially all of its assets;



     (h) The inability of the Subservicer to, or the Subservicer loses its authority under any
applicable government entity to, perform any material obligation hereunder;



     (i) The failure of the Subservicer to maintain its license to conduct business or service
residential mortgages in any jurisdiction where the Mortgaged Properties are located;



     (j) Any breach by the Servicer or the Subservicer of a representation or warranty made in
Article III hereof (other than, in the case of the Servicer, a representation or warranty
set forth in Section 3.3(b) or Section 3.3(c) hereof) or any failure by the Servicer or the
Subservicer to perform any of their respective material obligations hereunder, which breach or
failure continues unremedied for a period of thirty (30) days after the earlier of: (1) knowledge
of such party of such breach or failure; and (2) the date on which written notice of such breach or
failure requiring the same to be remedied shall have been given to such party; or



     (k) In accordance with Section 4.18(c) hereof, the failure of the Servicer to pay to the
Subservicer the amount of any shortfall within thirty (30) days of the related notification by the
Subservicer to the Servicer of such shortfall.



     The Servicer may waive any default by the Subservicer in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past default, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any



48









 





subsequent or other default or impair any right consequent thereon except to the extent
expressly so waived.




     Section 9.2 Termination of Agreement.



     (a) The obligations and responsibilities of the Subservicer shall terminate, with respect to
any related Mortgage Loan(s) and/or REO Properties, upon the earliest of: (i) the final payment or
other liquidation of the last Mortgage Loan and related REO Property and the remittance of all
amounts due hereunder; (ii) the date designated by the Servicer following the occurrence and during
the continuance of an Event of Default with respect to the Subservicer (after giving effect to any
applicable cure period), subject to compliance with the Legal Requirements for the transfer of the
servicing of the Mortgage Loans; (iii) after ninety (90) days following the occurrence and during
the continuance of an Event of Default with respect to the Servicer (after giving effect to any
applicable cure period) and subject to compliance with the Legal Requirements for the transfer of
the servicing of the Mortgage Loans; (iv) the date specified in accordance with Section 8.2 above;
(v) upon a termination pursuant to Section 10.01 of the Pooling and Servicing Agreement; (vi) at
the sole discretion of Servicer upon ninety (90) days notice to the Subservicer (a “Termination for
Convenience”), or (vii) with such other date as shall have been mutually agreed upon by the
Subservicer and the Servicer. Following the termination of the Subservicer, the Subservicer shall
be paid all amounts due the Subservicer in accordance with the terms of this Agreement.
Notwithstanding the foregoing, upon a termination pursuant to clause (v) above, the Servicer and
the Subservicer agree that the servicing of the remaining Mortgage Loans and related REO Property
shall be governed by the terms of the Subservicing Agreement, dated as of February 1, 2011, among
the Subservicer, the Servicer, American General Financial Services of Arkansas, Inc. and American
General Home Equity, Inc.



     (b) In the event of a termination of this Agreement by the Servicer in accordance with Section
9.2(a) above, upon receipt by the Subservicer of written notice of termination, all authority and
power of the Subservicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall (i) pass to the Designated Successor Servicer (following the occurrence and during
the continuance of a Servicer Event of Default ), (ii) be extinguished, if the Servicer’s
responsibilities and duties under the Pooling and Servicing Agreement are terminated or (iii) pass
to and be vested in a successor subservicer, if a successor subservicer is appointed by the
Servicer. The Subservicer shall cooperate with the Servicer, the Designated Successor Servicer
and any successor servicer in effecting the termination of the Subservicer’s responsibilities and
rights hereunder. In the event of a Termination for Convenience by the Servicer, the Servicer
shall pay the applicable termination fee (the “Termination Fee”) to the Subservicer in accordance
with the terms of Exhibit D immediately upon such termination.



     (c) Upon written request from the Servicer, the Subservicer shall (i) prepare, execute and
deliver to the successor servicer all related Servicing Files; however, the Subservicer may retain
copies of Servicing Files to the extent necessary to comply with the Legal Requirements and other
laws; and (ii) be responsible for the costs of packaging and transferring all of the aforementioned
materials to the Servicer, the Designated Successor Servicer or any successor servicer, as the case
may be, upon such termination. The Servicer shall pay all reasonable shipping expenses associated
with such transfer, unless Subservicer is terminated for



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an Event of Default or Subservicer resigns pursuant to Section 8.2 (iii). Any remaining
amounts pursuant to the preceding sentence shall be remitted by the Servicer to the Subservicer no
later than thirty (30) days after the Released Servicing Date. Subservicer shall do or cause to be
done all other acts or things necessary or appropriate to affect the purposes of such notice of
termination, including the transfer and endorsement or assignment of the Mortgage Loans and related
documents.




     (d) Subservicer shall transfer to successor servicer for administration by it of all cash
amounts which shall at the time be credited by the Subservicer to the P & I Custodial Account or T
& I Escrow Accounts or thereafter received with respect to the Mortgage Loans. Notwithstanding any
other term of this Agreement to the contrary and in all circumstances under which this Agreement is
terminated, the Subservicer shall be entitled to offset against deposits in the P & I Custodial
Account all unreimbursed Subservicing Fees, Servicing Advances and Pass-Through Expenses from any
amounts due and owing to the Servicer or successor servicer at the time of a corresponding
servicing transfer.



     (e) In the event the Servicer shall for any reason no longer be the Servicer (including by
reason of a Servicer Event of Default), the Designated Successor Servicer shall thereupon assume
all of the rights and obligations of the Servicer under this Agreement and the Servicer shall
terminate this Agreement. The Subservicer shall deliver to the Designated Successor Servicer all
documents and records and afford the Designated Successor Servicer (to the extent practicable)
access to the computer systems, electronic files and personnel as they relate to this Agreement and
the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of the servicing of the
Mortgage Loans to the Designated Successor Servicer.



     (f) This Section 9.2 shall survive any termination of this Agreement and any termination of
this Agreement shall not prejudice the rights of Subservicer to recover any amounts due Subservicer
under this Agreement.



ARTICLE X

MISCELLANEOUS PROVISIONS




     Section 10.1 Protection of Confidential and Proprietary Information.



     (a) The Subservicer shall keep confidential and shall not divulge to any party, without the
Servicer’s prior written consent, the terms and provisions of this Agreement, including, without
limitation, the purchase price paid by the Servicer for the Mortgage Loans, REO Properties and/or
rights transferred pursuant to this Agreement and any information pertaining to such Mortgage
Loans, REO Properties and/or rights, or any Mortgagor thereunder, except to the extent that it is
appropriate for the Subservicer to do so in working with legal counsel, auditors, taxing
authorities, or other governmental agencies, insurance carriers, any property inspector, or other
Person necessary to fulfill the Subservicer’s obligations hereunder. Except as otherwise provided
in this Agreement, including as specified in Section 10.1(j) with respect to the filing of a Form
8-K, the Servicer shall keep confidential and shall not divulge to any party, without the
Subservicer’s prior written consent, the terms and provisions of this Agreement, except to the
extent that it is appropriate for the Servicer to do so in working with



50









 





legal counsel, auditors, taxing authorities, or other governmental agencies, insurance
carriers, any property inspector, or other Person necessary to fulfill the Servicer’s obligations
hereunder. Notwithstanding any provision of this Agreement, the trademarks, trade secrets,
know-how, business methods and practices, internal procedures and other intellectual property and
confidential information of the Subservicer or the Servicer, respectively (“Proprietary
Information”) shall remain vested in the Subservicer and the Servicer, respectively, and are
not hereby transferred to the other party, and the Subservicer and the Servicer shall have the
right to take all actions necessary to protect their Proprietary Information. Notwithstanding the
above, each party (and each employee, representative, or other agent of a party) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax structure of the
transaction and all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure.




     (b) Except as otherwise set forth herein, the Subservicer agrees that it shall not refer to or
use the Servicer’s name or any derivation or significant portion of such name in any manner in any
of its servicing, enforcement or collection activities with respect to any Mortgage Loan or in any
advertising, printed material, electronic medium or other medium, without first obtaining the named
party’s prior written consent, except to the extent that it is appropriate for the Subservicer to
do so in working with legal counsel, auditors, taxing authorities, or other governmental agencies,
insurance carriers, any property inspector, or other person necessary to fulfill the Subservicer’s
obligations hereunder. The Subservicer shall inform its subservicers, contractors, advisors and
agents of the restriction stated in this subparagraph (b) and shall take commercially reasonable
steps to cause such parties to conduct their activities relating to the Mortgage Loans and REO
Properties in compliance herewith. Except as required hereunder, no such named party shall have
any obligation to give any such written consent and may withhold the same in its sole and absolute
discretion.



     (c) All information of a non-public nature disclosed by Servicer to Subservicer during the
term of this Agreement (“Servicer Proprietary Information”) (1) shall be deemed the property of
Servicer, (2) shall be used solely for the purposes of administering and otherwise implementing the
terms of this Agreement, and (3) shall be protected by Subservicer in accordance with the terms of
this Article X. Servicer’s Proprietary Information shall also include all “non-public personal
information” as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S. C. Section 6801, et seq.)
and the implementing regulations thereunder (collectively, the “GLB Act”), as the same may be
amended from time to time, that Subservicer received from or at the direction of Servicer and that
concerns any of Servicer’s “customers” and/or “consumers” (as defined in the GLB Act). Subservicer
acknowledges that any Servicer Proprietary Information being stored or processed by Subservicer is
and shall remain the sole property of Servicer and will take all such reasonable measures as may be
necessary to protect the confidentiality of Servicer Proprietary Information which comes into
Subservicer’ possession, if any. Subservicer further agrees to observe complete confidentiality
regarding all aspects of Servicer Proprietary Information, including without limitation agreeing
not to disclose or otherwise permit any other person or entity access to, in any manner, Servicer
Proprietary Information or any part thereof without Servicer’s prior written consent, except that
such disclosure or access shall be permitted to an employee of Subservicer requiring such access in
the course of employment or a subcontractor of Subservicer. Subservicer shall not disclose or use
Servicer Proprietary Information for any purposes other than to carry out the purposes for



51









 





which Servicer disclosed the data to Subservicer, or as permitted by this Agreement.
Notwithstanding the foregoing, Servicer consents to the use by Subservicer of statistical data
generated by Servicer Proprietary Information provided that such use shall not result in the
disclosure of Servicer Proprietary Information which will directly or indirectly identify Servicer
or any specific individual. At the request of Servicer, and upon payment to Subservicer of all
undisputed monies due under the terms of this Agreement, Subservicer shall transfer any Servicer
Proprietary Information held by Subservicer to Servicer. Upon termination of this Agreement,
Subservicer’s rights to use or access Servicer Proprietary Information shall end immediately. In
the event that Subservicer does not immediately return such Servicer Proprietary Information to
Servicer, Subservicer agrees it will not access or use such Servicer Proprietary Information in any
manner and shall maintain such Servicer Proprietary Information in a secure manner until its return
to Servicer. In the event that Servicer desires for Subservicer to perform year-end IRS reporting
or other services following deconversion from Subservicer’s system, Servicer shall provide a
written request for such services prior to the last week of deconversion activities. In such case,
Servicer acknowledges that Subservicer will retain a set of Servicer’s Proprietary Information in
order to perform such services. To the extent that Servicer desires that Subservicer not retain
Servicer’s Proprietary Information in its secured, archived environment in accordance with its data
retention policies, upon 1) written notice and instruction by Servicer, 2) Subservicer’s receipt of
all monies owed by Servicer to Subservicer, and 3) Servicer’s return of all Subservicer Proprietary
Information to Subservicer, Subservicer shall destroy Servicer’s Proprietary Information.
Subservicer shall provide written certification of destruction within thirty (30) days following
completion of such destruction. Servicer shall be responsible for any regulatory or other concerns
regarding retention of Servicer Proprietary Information.




     (d) Subservicer presently maintains and will continue to maintain information security
programs and measures designed to safeguard the security and confidentiality of Servicer
Proprietary Information. Such security programs and measures are and will be designed to identify
and protect against reasonably foreseeable risks to (1) the security and confidentiality of
Servicer Proprietary Information, (2) the integrity of such information, and (3) unauthorized
access to or use of such information that might result in substantial harm or inconvenience to any
customer or consumer of Servicer. Subservicer agrees to (1) periodically test the efficacy and
appropriateness of such information security programs and (2) take reasonable measures to be able
to detect and respond to security breaches, including widely known potential security failures that
have been experienced by its vendors or others in the industry.



     (e) Subservicer will use commercially reasonable efforts to adhere to such additional security
measures with respect to Servicer’s Proprietary Information as may be reasonably imposed by
Servicer.



     (f) Subservicer also agrees to notify Servicer, immediately following discovery, if any
Servicer Proprietary Information was, or is reasonably believed to have been, acquired by an
unauthorized person. Notification required by this section may be delayed if a law enforcement
agency determines that the notification of Servicer will impede a criminal investigation. In such
case, Subservicer shall notify Servicer immediately after Subservicer has been notified that the
law enforcement agency determines that it will not compromise the investigation. In the event of
any such breach of security or unauthorized access, Subservicer



52









 





agrees to use highest commercially reasonable efforts to cooperate with Servicer to minimize
the consequences of such security breach for Servicer’s customers, and to provide all necessary
information reasonably requested by Servicer’s state and federal regulators.




     (g) Subservicer agrees to comply with any further notification requirements imposed from time
to time by state and federal regulators with jurisdiction over the use of, and/or security relating
to Servicer’s Proprietary Information. Subject to the limitations of liability set forth in any
other part of this Agreement, Subservicer expressly agrees that it will be responsible for all
reasonable costs and expenses related to (i) an investigation and resolution of unauthorized access
to Servicer Proprietary Information while in Subservicer’s possession and (ii) notification of
Servicer’s customers affected by unauthorized access to such Servicer Proprietary Information, in
the event such notification is required by state or federal law or by Servicer’s state and federal
regulators.



     (h) Subservicer agrees to annually provide Servicer with a written report assessing its
vulnerability or potential vulnerability to security breaches, loss of data integrity, and threats
to confidentiality.



     (i) Subservicer may disclose Servicer Proprietary Information to third parties only after
providing Servicer with reasonable prior written notice (unless such notice is prohibited by law):




	 	a)	 	to comply with a properly authorized civil, criminal, or
regulatory investigation, subpoena or summons by Federal, State or local
authorities; or
	 
	 	b)	 	to respond to judicial process or government regulatory
authorities having jurisdiction over it for examination, compliance or other
purposes.





     Upon receipt of such notice, Servicer may seek an appropriate protective order. Subservicer
shall use reasonable efforts to cooperate with Servicer, at Servicer’s sole cost, to pursue an
appropriate protective order. It is further agreed that, if, in the absence of a protective order,
Subservicer is legally compelled to disclose Servicer Proprietary Information, Subservicer shall
make commercially reasonable efforts to disclose only such portions of Servicer Proprietary
Information that are legally required to be disclosed. Except as set forth in this Section 10.1,
Subservicer may disclose Servicer Proprietary Information to third parties for any other purpose
permitted by law, only after receiving prior written consent from Servicer.



     (j) The parties acknowledge that this Agreement contains confidential information that may be
considered proprietary by one or both of the parties, and agree to limit distribution of this
Agreement to those individuals with a need to know the contents of this Agreement. In no event may
this Agreement be reproduced or copies shown to any third parties (exclusive of contractors,
subcontractors and agents who have a need for it) without the prior written consent of the other
party, except as may be necessary by reason of legal, accounting, tax or regulatory requirements,
in which event Servicer and Subservicer agree to exercise reasonable diligence in limiting such
disclosure to the minimum necessary under the particular circumstances. The parties further agree
to seek commercial confidential status for this Agreement with any regulatory commission with which
this Agreement must be filed, to the extent such a designation can be secured. Notwithstanding
anything to the contrary in this



53









 





Agreement, the Servicer and its affiliates are allowed to disclose the Agreement as necessary
to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative
or legislative body or committee or any self-regulatory body (including any securities body),
including the filing of a Form 8-K with the Securities and Exchange Commission (with a copy of the
Agreement) if they believe (in their sole discretion) that such a filing is necessary or
appropriate; provided, however, in connection with any such filing the Servicer and its affiliates
shall request confidential treatment with respect to all pricing information set forth in this
Agreement.




     (k) In addition, each party agrees to give notice to the other party of any demands to
disclose or provide the Proprietary Information received from the other or any third party under
lawful process prior to disclosing or furnishing Proprietary Information, and agrees to cooperate
in seeking reasonable protective arrangements requested by the other party.



     Section 10.2 Notices.



     All demands, notices and communications hereunder shall be in writing and shall be deemed to
have been duly given as of the next Business Day if sent by overnight courier, addressed as follows
(or such other address as may hereafter be furnished to the other party by like notice):



	 	 	 	 	 

	a.

	 	if to the Servicer
	 	American General Financial Services, Inc.
	 

	 	 	 	601 N.W. Second Street
	 

	 	 	 	Evansville, IN 47708
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	b.

	 	if to the Subservicer
	 	Nationstar Mortgage LLC
	 

	 	 	 	350 Highland Drive
	 

	 	 	 	Lewisville, Texas 75067
	 

	 	 	 	Attention: Shawn Stone
	 
	 	 	 	 
	c.

	 	if to the Custodian
	 	Wells Fargo Bank, N.A.
	 

	 	 	 	751 Kasota Avenue
	 

	 	 	 	Minneapolis, Minnesota 55414
	 

	 	 	 	Attention: Document Custody






     Section 10.3 Severability Clause.



     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



54









 





extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
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 which 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 as close as possible to the economic effect of this
Agreement without regard to such invalidity.




     Section 10.4 Performance Audits.



     Subservicer will cooperate reasonably and in good faith with Servicer or its auditors,
internal or external, upon reasonable prior notice, for the purpose of inspecting, examining, and
auditing the performance of the activities required by Subservicer of this Agreement provided,
however, that any such inspection, examination and/or audit shall take place during normal business
hours and shall not unreasonably interfere with the business operations of the Subservicer.



     Section 10.5 Counterparts.



     This Agreement may be executed simultaneously in any number of counterparts. Each counterpart
shall be deemed to be an original, and all such counterparts shall constitute one and the same
instrument.



     Section 10.6 Place of Delivery and Governing Law.



     The Agreement shall be construed in accordance with the laws of the State of New York 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.



     Section 10.7 Waiver of Jury Trial.



     Each party hereby knowingly, voluntarily and intentionally, waives (to the 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 and agrees that any such dispute shall be tried before a judge sitting without a
jury.



     Section 10.8 Further Agreements.



     The Servicer and the Subservicer agree to execute and deliver to the other such reasonable and
appropriate additional documents, instruments or agreements as may be necessary or appropriate to
effectuate the purposes of this Agreement.



     Section 10.9 Successors and Assigns; Assignment of Subservicing Agreement.



55









 





     This Agreement shall bind and inure to the benefit of and be enforceable by the Subservicer
and the Servicer and the respective permitted successors and assigns of the Subservicer and the
Servicer. Except as contemplated by Section 8.1, the Subservicer shall not assign this Agreement
or sell or otherwise dispose of all or substantially all of its property or assets without the
prior written consent of the Servicer, which consent shall not be unreasonably withheld.



     The Servicer may assign its rights and obligations under this Agreement with respect to some
or all of the related Mortgage Loans without the consent of the Subservicer. The Subservicer agrees
to cooperate with the Servicer in connection with any such assignment including, without
limitation, executing such documents and entering into such agreements in order to give effect to
such assignment. Except as otherwise provided in this Agreement, upon any such assignment and
written notice thereof to the Subservicer, the Person to whom such assignment is made shall succeed
to all rights and obligations of the Servicer under this Agreement to the extent of the related
Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or
Mortgage Loans, shall be deemed to be a separate and distinct Agreement between the Subservicer and
the assignee of the related Mortgage Loan or Loans.



     Notwithstanding any other provision of this Agreement, Subservicer shall have the right
following thirty (30) days’ notice to the Servicer to assign, transfer and pledge any right
Subservicer has to receive payment under this Agreement without the consent of the Servicer.



     Section 10.10 Amendments, Etc.



     No term or provision of this Agreement may be amended, waived or modified unless such
amendment, waiver or modification is in writing and signed and delivered by each of the parties
hereto.



     Section 10.11 Exhibits.



     The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.



     Section 10.12 General Interpretive Principles.



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



     (a) The terms defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;



     (b) Accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;



56









 





     (c) References herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;



     (d) A reference to a Subsection without further reference to a Section is a reference to such
Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;



     (e) The words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this
Agreement as a whole and not to any particular provision;



     (f) The term “include” or “including” shall mean “including without limitation”; and



     (g) The terms “best efforts” or “reasonable efforts” shall not be interpreted to require the
Servicer or the Subservicer, as the case may be, to initiate or participate in any litigation,
arbitration or proceeding or to incur expenses in excess of those explicitly set forth in this
Agreement or as are otherwise commercially reasonable.



     Section 10.13 Reproduction of Documents.



     This Agreement and all documents relating thereto, including: (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by any party at the 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 10.14 Conflicts.



     Following the Servicing Transfer Date, if the Servicer discovers a conflict between the terms
of this Agreement and the Pooling and Servicing Agreement and notifies the Subservicer of such
conflict, and, such conflict, in the reasonable judgment of the Servicer, could result in a
Servicer Event of Default under the Pooling and Servicing Agreement if not remedied, the
Subservicer and the Servicer agree to use their respective best efforts to modify the applicable
term or terms of this Agreement to conform to the Pooling and Servicing Agreement.



57









 





     In Witness Whereof, the Subservicer and the Servicer have caused their names to be
signed to this Subservicing Agreement by their respective officers duly authorized as of the date
first above written.



	 	 	 	 	 
	 	

SERVICER



MOREQUITY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUBSERVICER



NATIONSTAR MORTGAGE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SERVICING AGREEMENT – Signature Page




 









 








EXHIBIT A


MORTGAGE LOAN DATA FIELD REQUEST SCHEDULE





 









 








Exhibit A-Mortgage Loan Data Field Request




Please refer to the schedule below for Mortgage Loan Data Requirements.




	 	 	 	 	 
	 	 	Refer Page # in	 
	 	 	Servicing Transfer	 
	Mortgage Data Related To:	 	Instructions	 
	LOAN LEVEL DATA FILE
	 	 	5	 
	CONVERSION REPORTS
	 	 	6	 
	Trial Balance Report
	 	 	6	 
	ACH Report
	 	 	7	 
	System Codes and Data Dictionary Report
	 	 	7	 
	Transaction and Disbursement History Report
	 	 	7	 
	Odd Due Date Loan Report
	 	 	8	 
	Second Liens Report
	 	 	8	 
	Non-Solicitation Report
	 	 	8	 
	Outstanding Trailing Docs Report
	 	 	8	 
	Escrow Analysis History Report
	 	 	8	 
	Adjustable Rate Mortgages
	 	 	8	 
	Payment Option ARMs
	 	 	9	 
	Interest Only Loans
	 	 	10	 
	Balloon Loans
	 	 	10	 
	Buydown Loans
	 	 	10	 
	LOAN TYPE OR PLAN INFORMATION
	 	 	11	 
	ESCROWED LOAN INFORMATION
	 	 	15	 
	INSURANCE (HAZARD, FLOOD, ETC...)
	 	 	17	 
	REAL ESTATE TAXES
	 	 	21	 
	PENDING TAX SALES
	 	 	21	 
	TAX
	 	 	21	 
	MORTGAGE INSURANCE
	 	 	23	 
	VENDOR REQUIREMENTS
	 	 	24	 
	CREDIT LIFE AND OTHER OPTIONAL PRODUCTS
	 	 	26	 
	CLAIMS PROCESS
	 	 	26	 
	SOLDIER’S AND SAILOR’S CIVIL RELIEF ACT OF 1940 (SSCRA)
	 	 	31	 
	LOSS MITIGATION AND COLLECTION ACTIVITY
	 	 	32	 
	BANKRUPTCY
	 	 	35	 
	FORECLOSURE
	 	 	37	 
	REO
	 	 	40	 
	HAMP REQUIREMENTS
	 	 	47	 
	HAFA REQUIREMENTS
	 	 	57	 






 









 






EXHIBIT B




SERVICING TRANSFER INSTRUCTIONS



 









 





EXHIBIT B






	 	 	 

	 


	 	













Nationstar Mortgage LLC — Servicing Transfer Instructions







 









 









EXHIBIT B




	 	 	 

	 


	 	










SERVICING TRANSFER INSTRUCTIONS

TABLE OF CONTENTS




Introduction

Important Servicing Transfer Dates

Secured Data Transmission

Loan Level Data File

Loan Level Data File Specifications

Conversion Reports

Loan Type or Plan Information

Investor Reporting and Remittance Requirements

Balance Settlement

Mortgagor Notification

Escrowed Loan Information

Escrow Procedures

Escrowed Loan Report

Hazard Insurance

Real Estate Taxes

Mortgage Insurance

Vendor Requirements

Tax

Insurance (Flood and Hazard)

Flood

Credit Life and Other Optional Products

Claims Process

Records and Files

MERS Notification

IRS Reporting

Litigation (This is covered in the Transfer Letter) / Update to show pre&post

Partial Releases

Subordinations

Qualified Written Requests (RESPA)

Mortgagor Name Changes

Soldier’s and Sailor’s Civil Relief Act of 1940 (SSCRA)

Loss Mitigation and Collection Activity

Bankruptcy

Foreclosure File Report

REO

Mortgagor Recoverable Corporate Advances

Release of Title, Payoff Requests and Payoff Funds Received After Transfer

Automatic Payment Plans, Mortgage Payments or other checks received after Transfer

Dishonored Payments after Transfer and Misapplied payments

Correspondence Received After Transfer

HAMP Requirements

HAFA Requirements 





 




©
2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”





Page 1









 





EXHIBIT B




	 	 	 

	 


	 	








Introduction




The Previous Servicer agrees to coordinate with Nationstar Mortgage LLC (the “Servicer”) to affect
an efficient and orderly Servicing Transfer. On the Servicing Transfer Date Previous Servicer
shall deliver to Servicer with respect to all Mortgage Loans all records, files and information
required to complete the Servicing Transfer.




The Previous Servicer agrees to provide the Servicer with preliminary data files and reports prior
to the Servicing Transfer Date as specified on Important Servicing Transfer Dates schedule and
Servicing Transfer Timeline. Unless otherwise specified all reports will be in an electronic
format acceptable to the Servicer.




The Previous Servicer agrees to use all reasonable efforts to comply with the requirements set
forth herein. The Servicer acknowledges, however, that in some instances the Previous Servicer’s
systems may not permit such compliance. In such event, the Servicer agrees to work with the
Previous Servicer in good faith to accommodate the Previous Servicer’s systems’ limitations.




Any questions regarding the Servicing Transfer Instructions/Servicing Transfer should be directed
to Scott Tenery, contact information listed below. Nationstar and the Previous Servicer will
exchange functional and department level contact information no later than 30 days prior to the
servicing Transfer Date.




Scott Tenery

Vice President

Nationstar Mortgage LLC

350 Highland Drive

Lewisville, Texas 75067

Phone: 469-549-6405

Scott.Tenery@nationstarmail.com



Unless directed otherwise within the Servicing Transfer Instructions, all data files and reports
should be directed to:




Nationstar Mortgage LLC

Attn: Jennifer Dancer

350 Highland Drive

Lewisville, Texas 75067

Phone: 469-549-2110

Email: Jennifer.Dancer@nationstarmail.com



Unless directed otherwise, herein, all documents, records, files, notices and other communications
must be directed to:




Nationstar Mortgage LLC, File Services

Attn: Keenan Cain

350 Highland Drive

Lewisville, Texas 75067

Phone: 469-549-3241

Email: Keenan.Cain@nationstarmail.com



 




© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and
provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual
property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States.
This material should not be released to any
third party supplier without the Previous written approval Nationstar Mortgage LLC.”





Page 2











 





EXHIBIT B




	 	 	 

	 


	 	





Important Servicing Transfer Dates



Dates for this Servicing Transfer are set as follows:




	 	 	 

	Servicing Transfer Date:
	 	XX/XX/XXXX
	Delivery of Preliminary Loan Level Data & Reports:
	 	XX/XX/XXXX
	Goodbye Letter Deadline Date:
	 	XX/XX/XXXX
	Servicing Transfer Cutoff Date (close of business)
	 	XX/XX/XXXX
	Delivery of Final Loan Level Data & Reports:
	 	XX/XX/XXXX
	Servicing Transfer Settlement
	 	XX/XX/XXXX








 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 3









 










EXHIBIT B




	 	 	 

	 


	 	






Secured Data Transmission



All data transmissions to Servicer should be through a secure FTP site with PGP encryption. To
set up the FTP data transmission, contact:



Davis Kersey

Nationstar Mortgage LLC

469-549-2444

Davis.Kersey@nationstarmail.com






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 4









 










EXHIBIT B




	 	 	 

	 


	 	






Loan Level Data File



The Previous Servicer agrees to provide all necessary Loan Level Data and Conversion Reports in a
file format agreed upon by all parties. Nationstar’s preferred format is noted below in the Loan
Level Data File Specifications section. The Previous Servicer agrees to support the Servicer in
data mapping and testing prior to the Servicing Transfer Date. The Final Data Tapes & Conversion
Reports should be prepared as of the Servicing Transfer Cutoff Date.




Loan Level Data File Specifications



The Loan Level Data Files should be provided in a fixed width format (ASCII TXT) or a comma
delimited format (ASCII CSV). If the fixed width format is provided, then a detailed File Layout
should accompany each file with the following:





	 	Ø	 	Field name
	 
	 	Ø	 	Type/Attribute (to include decimal precision and implicit/explicit decimal point representation)
	 
	 	Ø	 	Starting position
	 
	 	Ø	 	Ending position




If a comma delimited format is provided, then a detailed File Layout should accompany each file
with the following:





	 	Ø	 	Field name
	 
	 	Ø	 	Field Type: include decimal precision and non-numeric fields should be delimited with
double quotes (“ “)





Loan Level Data Requirements:



The Previous Servicer will provide loan level data on all loans to including but not limited to the
following items:





	 	Ø	 	Loan Master File
	 
	 	Ø	 	Borrower Information (Names, Address, Note Relationship, all Secondary Info, Contact &
Employment info, etc.)
	 
	 	Ø	 	Property Information (Legal Description, Address, Property Type, Occupancy Status, etc)
	 
	 	Ø	 	Loan Characteristics (term, payment amounts, interest rate, lien position, channel or
land home, etc.)
	 
	 	Ø	 	Unpaid Principal Balance and other loan level balances (e.g., Corporate Balances,
Corporate Expenses, Suspense, Fees, Escrow, etc.)
	 
	 	Ø	 	Dates (first payment due date, next payment due date, etc.)
	 
	 	Ø	 	Corporate Advance Detail (e.g., need breakdown by attorney fees, BPO, Inspections,
Recording Fees, Bankruptcy, Foreclosure, etc.)
	 
	 	Ø	 	Corporate Expense Detail
	 
	 	Ø	 	Escrow Advance Detail
	 
	 	Ø	 	Suspense Detail (e.g., need breakdown by Pre-Petition, Post-Petition, Forbearance, etc.)
	 
	 	Ø	 	Fee Details
	 
	 	Ø	 	ACH Data (Routing Number, Account Number, Last Draft Date, etc.)
	 
	 	Ø	 	Escrow Information (Escrow Pmt, Tax Lines — including installments, Hazard Insurance
Lines, MIP/PMI, etc.)
	 
	 	Ø	 	Pending ARM Rate/Payment Changes
	 
	 	Ø	 	Pending Escrow Payment Changes
	 
	 	Ø	 	Interest Only Data
	 
	 	Ø	 	Balloon Data







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 5









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Buydown/Subsidy Data
	 
	 	Ø	 	ARM Specifications/Change File
	 
	 	Ø	 	Flood Determination
	 
	 	Ø	 	Collection and Customer Service Comments
	 
	 	Ø	 	MERS and MIN information
	 
	 	Ø	 	Transaction History
	 
	 	Ø	 	Escrow Analysis History
	 
	 	Ø	 	ARM history
	 
	 	Ø	 	Second Lien indicator
	 
	 	Ø	 	Payment Option Specifications (Option terms, caps, ceilings, floors, change dates, etc.)
	 
	 	Ø	 	Origination Data (Original LTV, Originator, Original Occupancy Status, etc.)
	 
	 	Ø	 	Foreclosure Data (e.g. Demand Date, FC Sale Date, Attorney, etc.)
	 
	 	Ø	 	Bankruptcy Data (e.g. Chapter, Filed Date, POC, Attorney, etc.)
	 
	 	Ø	 	REO Data (e.g. Occupancy Status, Eviction Status, Eviction Date, etc.)
	 
	 	Ø	 	Loss Mitigation Data (e.g. status, type, approval date, updated values, borrower
financials, # of previous workouts, HAMP/HAFA solicited, etc.)
	 
	 	Ø	 	Skip Trace Information
	 
	 	Ø	 	HAMP Data (e.g. Required Treasury Reporting)
	 
	 	Ø	 	Loss Mitigation Indicator (e.g. Workout, Pending Short Sale, Forbearance, etc.)
	 
	 	Ø	 	Modification Flag and Type (e.g. HAMP, Cap Mod, etc.)





Conversion Reports



Each Conversion Report and other reports requested throughout the Servicing Transfer Instructions
should be provided electronically in Excel format. Please include loan number and mortgagor name
along with the additional data elements requested in all reports. Each report is required
pre-transfer with an updated report provided post-transfer. The pre-transfer report needs to be
provided as part of the preliminary data with the final report provided as defined under Delivery
of Final Loan Level Data & Reports.



The Previous Servicer shall provide the following Conversion Reports:





	 	1.	 	Trial Balance Report
	 
	 	 	 	A Trial Balance Report as of the Servicing Transfer Cutoff Date with the following required data:






	 	Ø	 	Previous Servicer loan number
	 
	 	Ø	 	Mortgagor Last name
	 
	 	Ø	 	Mortgagor First Name
	 
	 	Ø	 	Mortgagor Middle Name
	 
	 	Ø	 	Interest rate
	 
	 	Ø	 	Service fee rate
	 
	 	Ø	 	Unpaid principal balance
	 
	 	Ø	 	Escrow balance
	 
	 	Ø	 	Escrow advance balance
	 
	 	Ø	 	Next due date
	 
	 	Ø	 	P&I payment
	 
	 	Ø	 	Total monthly payment







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 6









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Unapplied/suspense funds balance, including breakdown of the type of
unapplied/suspense funds balance
	 
	 	Ø	 	Accrued interest
	 
	 	Ø	 	Interest on escrow accrual
	 
	 	Ø	 	Recoverable corporate advance amount, including breakdown of the
type of corporate advance
	 
	 	Ø	 	Accrued late charges
	 
	 	Ø	 	Deferred late charges
	 
	 	Ø	 	Hazard expense
	 
	 	Ø	 	Escrow payment






	 	2.	 	Data Balancing Report
	 
	 	 	 	A Data Balancing Report including loan level detail with the following required data:






	 	Ø	 	Previous Servicer loan number
	 
	 	Ø	 	Mortgagor name
	 
	 	Ø	 	Unpaid principal balance
	 
	 	Ø	 	Escrow balance
	 
	 	Ø	 	Escrow advance balance
	 
	 	Ø	 	P&I payment
	 
	 	Ø	 	Escrow payment
	 
	 	Ø	 	A&H payment amount
	 
	 	Ø	 	Credit life payment amount
	 
	 	Ø	 	Total monthly payment
	 
	 	Ø	 	Next due date
	 
	 	Ø	 	Interest rate
	 
	 	Ø	 	Interest on escrow accrual
	 
	 	Ø	 	Recoverable corporate advance amount, including breakdown of the
type of corporate advance
	 
	 	Ø	 	Unapplied/suspense funds balance, including breakdown of the type of
unapplied/suspense funds balance
	 
	 	Ø	 	Buydown subsidy balance (replacement reserve)
	 
	 	Ø	 	Pending escrow payment
	 
	 	Ø	 	Pending escrow payment effective date






	 	3.	 	ACH Report
	 
	 	 	 	An ACH report including loan level detail with the following required data:






	 	Ø	 	Previous Servicer loan number
	 
	 	Ø	 	Mortgagor Last name
	 
	 	Ø	 	Routing Number
	 
	 	Ø	 	Account Number
	 
	 	Ø	 	Account Type (checking or savings)
	 
	 	Ø	 	Last Draft Date
	 
	 	Ø	 	Next Draft Date







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 7









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Draft Day
	 
	 	Ø	 	Draft Frequency (e.g. monthly, weekly, biweekly, etc.)
	 
	 	Ø	 	Draft Amount
	 
	 	Ø	 	Additional Principle Amount
	 
	 	Ø	 	Total Draft Amount






	 	4.	 	System Codes and Data Dictionary Report
	 
	 	 	 	A report detailing all system code descriptions required to analyze and load the loan data
including file names, field names, field descriptions, valid values and field sizes for each
field within each file.
	 
	 	5.	 	Transaction and Disbursement History Report
	 
	 	 	 	A loan level report listing all available transaction and disbursement history from loan
Origination Date to the Transfer Date should be provided. An electronic version of the
transaction history report should also be provided in a flat file ‘as-is’ with carriage
control characters. If hardcopy is only possible, one copy should be provided in the
servicing file and a second copy sent to the address provided on page 1. Transaction
balances on the loan histories must agree with the balances on the final trial balance
report.
	 
	 	6.	 	Master Vendor List Report
	 
	 	 	 	A report of all vendors used for tax service, hazard insurance, flood insurance,
force-placed insurance and taxing authorities that are not serviced by a tax service,
including loan number, property address, vendor name, vendor address, vendor id, vendor.
	 
	 	7.	 	Odd Due Date Loan Report
	 
	 	 	 	A report of all loans with odd due dates (not on the first of the month), including payment
history for the life of the loan.
	 
	 	8.	 	Second Liens Report
	 
	 	 	 	A report of second lien loans, including name/address/phone number of holder of the first
lien.
	 
	 	9.	 	Non-Solicitation Report
	 
	 	 	 	A report of loans for which the borrower has requested no solicitation include a list of
each product for which solicitation is not allowed and the solicitation method prohibited
(telephone, fax, email, etc.).
	 
	 	10.	 	Outstanding Trailing Documents Report
	 
	 	 	 	A report of all outstanding trailing documents, including the date sent for
recording/filing.







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 8









 










EXHIBIT B




	 	 	 

	 


	 	







	 	11.	 	Escrow Analysis History Report
	 
	 	 	 	An electronic version of the escrow analysis history report should be provided in a flat
file ‘as-is’ with carriage control characters. If hardcopy is only possible, one copy should
be provided in the servicing file and a second copy sent to the address provided on page 2.
	 
	 	12.	 	Adjustable Rate Mortgages/Interest Only/Balloon/Buydowns Report




The Previous Servicer shall provide five examples in printed form of the Note and ARM rider for
each ARM plan in the service transfer and a loan level report listing the following information
for all ARM, Interest Only and Balloon loans and





	 	 	 	Adjustable Rate Mortgages






	 	Ø	 	All ARM Mortgage loans
	 
	 	Ø	 	Individual loan historical rate and P&I changes
	 
	 	Ø	 	Due date
	 
	 	Ø	 	Current interest rate
	 
	 	Ø	 	 Current P&I
	 
	 	Ø	 	Unpaid Principal Balance
	 
	 	Ø	 	All ARM Mortgage Loans with pending interest rate and or P&I change dates
	 
	 	Ø	 	Any ARM Mortgage Loans with pending effective interest rate or
payment changes dates equal to or within ninety (90) days before the
Transfer Date
	 
	 	Ø	 	Pending interest rate
	 
	 	Ø	 	Pending P&I
	 
	 	Ø	 	Pending effective date
	 
	 	Ø	 	ARM plan identifier (2/28, 3/27, etc.)
	 
	 	Ø	 	ARM Plan ID/ Product Code
	 
	 	Ø	 	ARM Plan Definition
	 
	 	Ø	 	Plan Code/Product Type
	 
	 	Ø	 	First Payment Date
	 
	 	Ø	 	Margin
	 
	 	Ø	 	Max Rate
	 
	 	Ø	 	Min Rate
	 
	 	Ø	 	Period Caps — Up at 1st change
	 
	 	Ø	 	Period Caps — Down at 1st change
	 
	 	Ø	 	Period Caps — Up at Subsequent changes
	 
	 	Ø	 	Period Caps — Down at Subsequent changes
	 
	 	Ø	 	First interest change date
	 
	 	Ø	 	Month between changes thereafter
	 
	 	Ø	 	Index being used
	 
	 	Ø	 	Index History
	 
	 	Ø	 	Look Back Period
	 
	 	Ø	 	Rounding
	 
	 	Ø	 	Interest Only loan indicator (Y/N)
	 
	 	Ø	 	Interest Only period
	 
	 	Ø	 	Upcoming ARM changes







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 9









 










EXHIBIT B




	 	 	 

	 


	 	







	 	 	 	Payment Option ARMs






	 	Ø	 	Original UPB
	 
	 	Ø	 	Current UPB
	 
	 	Ø	 	Due Date
	 
	 	Ø	 	Original Minimum Payment
	 
	 	Ø	 	Current Minimum Payment
	 
	 	Ø	 	Current Payment Options
	 
	 	Ø	 	Original Interest Rate
	 
	 	Ø	 	Current Interest Rate
	 
	 	Ø	 	Historical Rate Changes
	 
	 	Ø	 	Historical P&I Changes
	 
	 	Ø	 	All Pending Interest Rate Changes and/or P&I Changes
	 
	 	Ø	 	POA Plan Type
	 
	 	Ø	 	POA Plan Definition
	 
	 	Ø	 	POA Plan Payment Options
	 
	 	Ø	 	Current Index
	 
	 	Ø	 	Index History
	 
	 	Ø	 	Look Back Period
	 
	 	Ø	 	Round Factor
	 
	 	Ø	 	Minimum Rate
	 
	 	Ø	 	Maximum Rate
	 
	 	Ø	 	Interest Only Indicator (Y/N)
	 
	 	Ø	 	Interest Only Period
	 
	 	Ø	 	First Interest Adjustment Date
	 
	 	Ø	 	Next Interest Adjustment Date
	 
	 	Ø	 	Interest Adjustment Frequency
	 
	 	Ø	 	Interest Adjustment Period Caps
	 
	 	Ø	 	First Payment Adjustment Date
	 
	 	Ø	 	Next Payment Adjustment Date
	 
	 	Ø	 	Payment Adjustment Frequency
	 
	 	Ø	 	Payment Adjustment Period Caps
	 
	 	Ø	 	Maximum Payment Cap
	 
	 	Ø	 	Maximum Principal Balance %
	 
	 	Ø	 	Current Principal Balance %
	 
	 	Ø	 	Loan amortizing at P&I due to exceeding max prin bal (Y/N)
	 
	 	Ø	 	Required Fully Amortized Payment Frequency
	 
	 	Ø	 	Months between Subsequent Fully Amortized Payment Changes
	 
	 	Ø	 	Negative Amortization Balance







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 10









 










EXHIBIT B




	 	 	 

	 


	 	







	 	 	 	Interest Only Loans






	 	Ø	 	All Interest Only loans
	 
	 	Ø	 	Interest Only expiration date
	 
	 	Ø	 	Interest Only term (in months)
	 
	 	Ø	 	Reset option regarding curtailments during the interest only period (Y/N)
	 
	 	Ø	 	Interest only payment type (recast or fixed)






	 	 	 	Balloon Loans






	 	Ø	 	All Balloon loans
	 
	 	Ø	 	Reset option indicator
	 
	 	Ø	 	Current interest rate
	 
	 	Ø	 	Due date
	 
	 	Ø	 	Maturity date
	 
	 	Ø	 	Amortization term
	 
	 	Ø	 	Unpaid Principal Balance
	 
	 	Ø	 	Reset option (Y/N)
	 
	 	Ø	 	Reset option in process (Y/N)
	 
	 	Ø	 	Daily Simple Interest
	 
	 	Ø	 	Servicer shall provide a listing of all daily simple interest loans
and the interest calculation method (e.g. 360, 365)






	 	 	 	Buydown Loans






	 	Ø	 	All buydown subsidy loans
	 
	 	Ø	 	Due date
	 
	 	Ø	 	Total monthly payment
	 
	 	Ø	 	Monthly buydown subsidy amount
	 
	 	Ø	 	Remaining buydown balance
	 
	 	Ø	 	Schedule of future monthly buydown payments
	 
	 	Ø	 	Effective dates of buydown payment changes
	 
	 	Ø	 	Buydown terms
	 
	 	Ø	 	Buydown calculation
	 
	 	Ø	 	SSCRA Loan (Y/N)
	 
	 	Ø	 	CORP Subsidy Loan (Y/N)





Loan Type or Plan Information



The Previous Servicer shall provide a listing of all ARM Plan Codes and ARM Index Code Definitions
as well as a sample Note and Interest Only addendum for each ARM, Balloon and Interest Only product
plans and definitions for loans being transferred with the Preliminary Data. All codes and
definitions shall be provided 30 days prior to transfer.



All applicable ARM Specifications and Rate and Payment Change Histories should be provided
electronically for any loan that has gone through an ARM change.



At time of the Servicing Transfer, please provide a listing of loans that were not adjusted due to
the release of the index (e.g., 11th district COFI).






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 11









 










EXHIBIT B




	 	 	 

	 


	 	






Investor Reporting and Remittance Requirements




Investor Cutoff



The Previous Servicer agrees to schedule an Investor Cutoff (including all monetary activity) as of
the Servicing Transfer Cutoff Date so that all standard cutoff and remittance reports are produced.
Previous Servicer should not adjust any reporting or remitting to backdate payoffs occurring after
the Investor Cutoff into the prior cutoff period. The Previous Servicer is responsible for any
required reporting and remitting, as is normally completed, on all Investor Cutoffs prior to the
Servicing Transfer Date. This includes remittance of guaranty fees related to the cutoff date
immediately preceding the Servicing Transfer Date. Adjustments to over and under collateralized
pools should be limited to those in excess of $5,000.




Cutoff & Remittance Reports



The Previous Servicer agrees to provide the following cutoff and remittance reports in an
electronic format (Excel) acceptable to Servicer within 10 days subsequent to the Servicing
Transfer Date.





	 	•	 	Report of Pending Transfer loans by old and new investor
	 
	 	•	 	Report of loan level and pool level security balances reported at investor cutoff,
including adjustments done for over and under collateralization and for partial pool
transfers
	 
	 	•	 	List and supporting documentation for all manual and systematic adjustments
completed post cutoff, including documentation before and after adjustment
	 
	 	•	 	List of all Pool to Security differences, with explanations for those greater than
$1,000
	 
	 	•	 	List of all loan level rejects for the investor cutoff immediately preceding
Transfer Date
	 
	 	•	 	Monthly ARM reset report —includes new P&I payment and interest rate




The Previous Servicer will provide a contact that will assist with requests resulting from customer
inquiries related to outstanding and canceled check copies.



The above investor reports should be provided to:



Nationstar Mortgage LLC

Attn: Investor Reporting/Juanita Gomez

350 Highland Drive

Lewisville, Texas 75067

469-549-6296

Juanita.Gomez@nationstarmail.com






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 12









 










EXHIBIT B




	 	 	 

	 


	 	






Balance Settlement



Escrow funds for tax and insurance as of the Servicing Transfer Cutoff Date should be wire
transferred to the Servicer on or before the Servicing Transfer Settlement Date along with all
other positive balance information. Loan level detail on how the wire should be applied must be
provided to both Nationstar and the controlling party.



Servicer’s wiring instructions are:



JPM Chase

Dallas, Texas 75201

ABA#: 111000614

ACCT#: 1563367653

For further credit to: Nationstar Mortgage LLC, Payment Clearing

Attn: Service Transfer Balances / Juanita Gomez




Loan Level Data Requirements





	 	•	 	Prior Servicer Loan Number
	 
	 	•	 	Escrow Balance
	 
	 	•	 	Suspense (e.g. borrower suspense, pre or post petition money, subsidy, forbearance,
etc.)
	 
	 	•	 	Hazard Loss Suspense
	 
	 	•	 	Sale Proceeds







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 13









 










EXHIBIT B




	 	 	 

	 


	 	






Mortgagor Notification



The Previous Servicer shall mail the mortgagor notifications at least 15 days prior to the
Servicing Transfer Date. In addition, the Previous Servicer must provide the Servicer with a
copy of the Goodbye Letter for review and approval at least two days prior to the mailing date.



Immediately after mailing the Goodbye Letters, the Previous Servicer will provide Servicer with the
electronic mailing manifest used for the letters. This must include all variable fields such as
mortgagor name, mailing address, property address, loan number, letter date and transfer date. In
addition, electronic files must be provided within 24 hours of mailing or hard copies of the
Goodbye Letters should be retained in the servicing file to be transferred to the Servicer.



The following Nationstar Mortgage LLC contact information must be provided in the Combined RESPA
compliant Goodbye Letter:



Customer Service Hours of Operation:



Monday through Thursday 8:00 am to 8:00 pm Central Standard Time,

Friday 8:00 am to 5:00 pm Central Standard Time



Customer Service Toll Free Number:



1-877-372-0512 extension 25



Correspondence Address:



Nationstar Mortgage LLC

Attn: Customer Service

350 Highland Drive

Lewisville, Texas 75067



Payment Address:



Nationstar Mortgage LLC

Attn: Payment Processing

P. O. Box 650783

Dallas, Texas 75265-0783



The Goodbye Letter must also advise the Mortgagor that any existing Optional Insurance with the
Previous Servicer will be discontinued on or before the Servicing Transfer Date. The Mortgagor may
contact the Servicer to obtain the Servicer’s available options.



In the event a Goodbye Letter is sent to a Mortgagor in error (i.e., the servicing for the related
Mortgage Loan is not transferred to the Servicer), then the Previous Servicer shall immediately
send (on behalf of itself and Servicer) a second letter to such Mortgagor advising such Mortgagor
that the servicing transfer will not take place.






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 14









 










EXHIBIT B




	 	 	 

	 


	 	






Escrowed Loan Information



The Previous Servicer should provide the following information for all escrowed loans




Escrow Procedures



Within 25 days prior to transfer the Previous Servicer will discuss procedures as it relates to the
following to allow for a smooth transfer:





	 	•	 	History Lender Forced Placed Insurance letters
	 
	 	•	 	Escrow Analysis Schedule
	 
	 	•	 	Interest on Escrow Schedule
	 
	 	•	 	Blanket policies for REO loans (as applicable)
	 
	 	•	 	Blanket policies for non first lien and REOs (as applicable)
	 
	 	•	 	Escrow Advances: How reconciled and recovered
	 
	 	•	 	Payment policies for delinquent taxes





Escrowed Loan Report



The Previous Servicer shall provide a loan level Excel report listing the following information for
all loans with Escrow and/or Partial Escrow. Each report is required pre-transfer with an updated
report provided post-transfer. The pre-transfer report needs to be provided as part of the
preliminary data with the final report provided as defined under Delivery of Final Loan Level Data
& Reports.





	 	Ø	 	Escrow Type (tax, insurance or both)
	 
	 	Ø	 	Escrow payment type (escrowed, lender forced place, non-escrowed)
	 
	 	Ø	 	Date of Last Escrow Analysis
	 
	 	Ø	 	Escrow Analysis History
	 
	 	Ø	 	Escrow Analysis Schedule
	 
	 	Ø	 	Escrow Advances
	 
	 	Ø	 	Interest on Escrow Schedule






	 	 	 	Hazard Insurance






	 	Ø	 	Agent and Insurance Company payee codes
	 
	 	Ø	 	Expiration date
	 
	 	Ø	 	Due date
	 
	 	Ø	 	Payment Term
	 
	 	Ø	 	Payment or accrual amount
	 
	 	Ø	 	Coverage amount
	 
	 	Ø	 	Coverage Type (force-placed or borrower paid)
	 
	 	Ø	 	Coverage types (wind, hazard, flood)
	 
	 	Ø	 	Policy Number(s)
	 
	 	Ø	 	File representing all corporate advances relating to insurance
	 
	 	Ø	 	Reporting on REO coverage (as applicable)
	 
	 	Ø	 	Blanket policies for non first liens and REO (as applicable)







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 15









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Indicator by Escrow/Coverage Type to determine escrowed or non-escrowed






	 	 	 	Flood Determination






	 	Ø	 	Evidence of Flood contract (certification number)
	 
	 	Ø	 	Determination date
	 
	 	Ø	 	Contract type
	 
	 	Ø	 	Community Number
	 
	 	Ø	 	Panel
	 
	 	Ø	 	Suffix
	 
	 	Ø	 	Flood zone
	 
	 	Ø	 	Program status
	 
	 	Ø	 	Map Date






	 	 	 	Other Escrow Related Items






	 	Ø	 	Escrow Analysis has not been performed within the last twelve (12) months
	 
	 	Ø	 	Explanation for non-compliance of Escrow Analysis guidelines
	 
	 	Ø	 	Pending Escrow Analysis
	 
	 	Ø	 	Escrow Analysis history for the last two years
	 
	 	Ø	 	Escrow disbursement stops
	 
	 	Ø	 	Explanation for the escrow stop
	 
	 	Ø	 	Date of escrow stop
	 
	 	Ø	 	Escrow stop expiration date
	 
	 	Ø	 	Interest on escrow paid
	 
	 	Ø	 	Loan level percentage of interest on escrow paid
	 
	 	Ø	 	Stale escrow refund checks
	 
	 	Ø	 	Amount of stale escrow refund
	 
	 	Ø	 	Date of stale escrow refund transaction
	 
	 	Ø	 	Vendor name of stale escrow refund check
	 
	 	Ø	 	Form ME-2 New Jersey Escrow Account Transaction Notice must be filed
	 
	 	Ø	 	Insurance or tax expiration date within 30 days after the Transfer Date
	 
	 	Ø	 	List of all outstanding research cases with current service level
agreement and Mortgagor’s expectations
	 
	 	Ø	 	Property Type
	 
	 	Ø	 	Suspense Items and audit/reconciliation post transfer





Escrowed Loan Requirements



With respect to the Mortgage Loans the Previous Servicer shall pay all hazard and flood insurance
premiums which become due prior to and within thirty (30) days following the Servicing Transfer
Date, and all real estate taxes for which the economic loss date is within thirty (30) days
following the Servicing Transfer Date, assuming the bills are available for payment, and shall
indemnify the Servicer against any tax penalties incurred prior to the Servicing Transfer Date or
uninsured losses due to the non-payment of premiums or policy cancellation.



The Previous Servicer shall credit all accrued interest due on escrow to the individual accounts
prior to the Servicing Transfer Date and provide confirmation of such to the Servicer.






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 16









 










EXHIBIT B




	 	 	 

	 


	 	





All Escrow Analysis reports or statement copies should be forwarded to:



Nationstar Mortgage LLC

Attn: Escrow Administration/Sharon Goody

350 Highland Drive

Lewisville, Texas 75067

469-549-2005

Sharon.Goody@nationstarmail.com




Hazard Insurance



The Previous Servicer shall provide a loan level Excel report listing the following information for
all loans. Each report is required pre-transfer and post-transfer. The pre-transfer report needs
to be provided as part of the preliminary data with the final report provided as defined under
Delivery of Final Loan Level Data & Reports.





	 	Ø	 	Hazard insurance flag
	 
	 	Ø	 	Flood insurance flag
	 
	 	Ø	 	Agent and Insurance Company payee codes with full descriptions
	 
	 	Ø	 	Expiration date
	 
	 	Ø	 	Due date
	 
	 	Ø	 	Payment type escrowed or non-escrowed for each line (hazard, flood, etc.)
	 
	 	Ø	 	Payment term
	 
	 	Ø	 	Payment amount
	 
	 	Ø	 	Coverage amount
	 
	 	Ø	 	Coverage types with descriptions
	 
	 	Ø	 	Policy Number
	 
	 	Ø	 	Loans with Force Placed Insurance policy in effect
	 
	 	Ø	 	Indication of binder or policy for Force Placed Insurance
	 
	 	Ø	 	Force Placed Insurance payment method (monthly/annual)
	 
	 	Ø	 	Terms of Force Placed Insurance
	 
	 	Ø	 	Loans with damaged property
	 
	 	Ø	 	Hazard loss claims in process
	 
	 	Ø	 	Interest on Hazard Loss Schedule
	 
	 	Ø	 	Date of last property inspection
	 
	 	Ø	 	Detail on Inspection frequency for Hazard Loss — draw
schedule/disbursement procedures
	 
	 	Ø	 	Maintenance results
	 
	 	Ø	 	BPO or appraisal results
	 
	 	Ø	 	Loans with an open insurance loss claim
	 
	 	Ø	 	Insurance Agent name
	 
	 	Ø	 	Insurance Agent contact number
	 
	 	Ø	 	Date claim opened
	 
	 	Ø	 	Date settled







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 17









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Insurance proceeds received
	 
	 	Ø	 	Insurance proceeds available
	 
	 	Ø	 	Type of loss
	 
	 	Ø	 	Status of repairs
	 
	 	Ø	 	Loans affected by Hurricane Katrina
	 
	 	Ø	 	Hurricane Katrina total hazard loss amount
	 
	 	Ø	 	Hurricane Katrina hazard loss funds deposit date
	 
	 	Ø	 	Hurricane Katrina hazard loss funds disbursement date
	 
	 	Ø	 	Hurricane Katrina claim type (hazard, flood, wind)
	 
	 	Ø	 	Hurricane Katrina total number of days funds in hazard loss
	 
	 	Ø	 	Hurricane Katrina interest paid on hazard loss funds (Y/N)
	 
	 	Ø	 	If yes, interest rate and schedule
	 
	 	Ø	 	Hurricane Katrina general comments
	 
	 	Ø	 	MS and LA Road Home Program
	 
	 	Ø	 	Loans in Federally Declared Disaster Areas (FDDA)
	 
	 	Ø	 	FDDA refund amount
	 
	 	Ø	 	FDDA deposit date
	 
	 	Ø	 	Loans with Flood Insurance and all Flood Insurance data
	 
	 	Ø	 	Flood Insurance vendor name
	 
	 	Ø	 	Life of Loan status
	 
	 	Ø	 	Determination date
	 
	 	Ø	 	Certificate number
	 
	 	Ø	 	Open Flood zone disputes
	 
	 	Ø	 	Reporting on Vacant Properties — Active Claims




The Previous Servicer shall provide the following information:





	 	Ø	 	Evidence that the Flood Contract Vendor(s) have been notified to
transfer Life of Loan Flood Contracts to Nationstar Mortgage LLC.
	 
	 	Ø	 	Vendor Name, contact information, website access, if applicable.
	 
	 	Ø	 	Vendor issued compliance data file to include: Determination Date,
Certificate Number, Contract Type, Community Number, Panel, Suffix,
Flood Zone, Program Status, and Map Date.





Cancellation of Forced Placed Insurance



As of the Servicing Transfer Date the Previous Servicer must cancel any Force Placed Hazard or
Flood coverage in effect.




Insurance Loss Draft Handling



The Previous Servicer must provide a properly documented file for each Mortgage Loan with an
insurance loss draft claim. This file shall include the following information:





	 	Ø	 	Date claim filed
	 
	 	Ø	 	Cause
	 
	 	Ø	 	State
	 
	 	Ø	 	Delinquent amount
	 
	 	Ø	 	Amount of the loss







 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”




Page 18









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Amount of insurance proceeds received to date
	 
	 	Ø	 	Date hazard funds deposited
	 
	 	Ø	 	Hazard loss funds disbursement date
	 
	 	Ø	 	Amount of available hazard loss funds
	 
	 	Ø	 	Hazard/claim type (hazard, flood, wind)
	 
	 	Ø	 	Hurricane Katrina (Y/N)
	 
	 	Ø	 	Notes from conversations with or information received from contractors
	 
	 	Ø	 	Correspondence to or from insurance companies and/or Mortgagor
	 
	 	Ø	 	Status of the repairs
	 
	 	Ø	 	Inspection reports
	 
	 	Ø	 	Report of expected future proceeds
	 
	 	Ø	 	Total number of days hazard loss funds held
	 
	 	Ø	 	Detailed listing of all funds received and disbursed to date




The Loss Draft file must be provided within five (5) business days of the Servicing Transfer and
delivered to:



Nationstar Mortgage LLC

Attn: Escrow Administration/Sharon Goody

350 Highland Drive

Lewisville, Texas 75067

469-549-2005




Sharon.Goody@nationstarmail.com




Insurance Agent Notification of Servicing Transfer



With respect to the Mortgage Loans, the Previous Servicer shall transmit to the applicable
insurance companies or agents, notification of the transfer of the servicing to the Servicer and
instructions to deliver all notices and insurance statements, as the case may be, to the Servicer
from and after the Transfer Date. Such notices shall specify the new mortgagee clause. The
Previous Servicer shall provide the Servicer with copies of all such notices (at the address below)
or shall provide an Officer’s Certification that such notices were produced and transmitted as
specified herein and within five days of the Transfer Date.




Servicer Insurance Mortgagee Clause



The new mortgagee clause applicable to all hazard, flood and miscellaneous (i.e., wind, earthquake,
mine, etc.) will read as follows:



Nationstar Mortgage LLC

Its successors and/ or assigns

P.O. Box 7729

Springfield, Ohio 45501-7729

Toll Free Number: (866) 825-9267




Mississippi & Louisiana Road Home Program Loans






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for
the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and
is protected under copyright laws of the United States. This material should not be released to any third party supplier
without the Previous written approval Nationstar Mortgage LLC.”






Page 19











 





EXHIBIT B




	 	 	 

	 


	 	





The Previous Servicer shall also provide loan files currently participating in the Mississippi and
Louisiana “Road Home” programs (via LA File Zilla report or excel spreadsheet). Include the unpaid
principal balance, loan detail, total funds in hazard loss and rebuild or payoff option.




Transfer of Life of Loan Flood Contracts



The Previous Servicer shall affect the transfer of Life of Loan Flood Contracts/Data to Servicer





	 	•	 	The Previous Servicer shall notify Nationstar Mortgage LLC of existing Life of Loan
(LOL) transferable contracts and the current vendor (Second liens must be assigned their
own Flood Contract).
	 
	 	•	 	Fifteen (15) days prior to Servicing Transfer:






	 	•	 	Contact your Flood Insurance representative to request that all LOL
contracts are transferred to Nationstar Mortgage LLC. Provide your contact
with a loan level listing of transferring loans including Previous Servicer’s
loan number, name, and property address of the borrower.
	 
	 	•	 	Previous Servicer will confirm to Servicer that pre- Servicing Transfer
processing is complete.






	 	•	 	Within at least five (5) business days after the Servicing Transfer date:






	 	Ø
	 	Evidence that the Flood Contract Vendor(s) have been notified to
transfer Life of Loan Flood Contracts to Nationstar Mortgage LLC.
	 
	 	Ø
	 	Vendor Name, contact information, website access, if applicable.
	 
	 	Ø
	 	Vendor issued compliance data file to include: Determination Date,
Certificate Number, Contract Type, Community Number, Panel, Suffix, Flood
Zone, Program Status, and Map Date.




Should you have specific questions regarding the transfer of flood data, you may contact a member
of the Servicer’s Flood Compliance Team.



Nationstar Mortgage LLC, Flood Compliance

Attn: Sharon Goody

350 Highland Drive

Lewisville, Texas 75067

469-549-2005

Sharon.Goody@nationstarmail.com



Please include the following individual(s) in any email correspondence to the Vendor or for any
Post-Service Transfer Flood issues:



Sharon.Goody@nationstarmail.com




Physical Hazard loss files should be sent to:

James Stauffer/Nationstar Team Manager

One Assurant Way

Springfield OH 45505






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”





Page 20









 










EXHIBIT B




	 	 	 

	 


	 	






Real Estate Taxes



The Previous Servicer shall provide a loan level report listing the following information for all
loans. Each report is required pre-transfer and post-transfer. The pre-transfer report needs to
be provided as part of the preliminary data with the final report provided as defined under
Delivery of Final Loan Level Data & Reports.





	 	Ø	 	Real Estate taxes
	 
	 	Ø	 	Taxing Jurisdiction Name(s) (Tax payee)
	 
	 	Ø	 	Tax parcel or Tax ID Number
	 
	 	Ø	 	Due dates
	 
	 	Ø	 	Escrowed or non-escrowed flag for each line (City, State, County, etc.)
	 
	 	Ø	 	Payment term (annual, quarterly, etc.)
	 
	 	Ø	 	Accrual (full year payment amount)
	 
	 	Ø	 	Parcel number(s)
	 
	 	Ø	 	Next tax due date
	 
	 	Ø	 	Economic loss date
	 
	 	Ø	 	Unpaid tax and items
	 
	 	Ø	 	Loans that do not have an escrow record established for taxes
	 
	 	Ø	 	Open or unpaid tax installments for current and prior tax cycle
	 
	 	Ø	 	Open tax issues
	 
	 	Ø	 	Pending tax refunds from tax collectors
	 
	 	Ø	 	Description of the issue
	 
	 	Ø	 	Name of the tax collector
	 
	 	Ø	 	Amount of the expected refund
	 
	 	Ø	 	Taxes due and paid for Ground Rents
	 
	 	Ø	 	Taxes due and paid for Homeowner association fees
	 
	 	Ø	 	Taxes due and paid for Sewer lines
	 
	 	Ø	 	Taxes due and paid for miscellaneous fees (drainage, front foot, assessments, etc.)
	 
	 	Ø	 	All other taxes due and paid along with tax type
	 
	 	Ø	 	Property legal description
	 
	 	Ø	 	Name/address/phone of entity to whom these fees/taxes are due
	 
	 	Ø	 	Next tax payment due date
	 
	 	Ø	 	Liens assessed for taxes
	 
	 	Ø	 	Loans exempt from taxes
	 
	 	Ø	 	Reason for exemption
	 
	 	Ø	 	Name/address/phone of taxing authority
	 
	 	Ø	 	Tax Vendor, tax type and full description
	 
	 	Ø	 	REO properties (as applicable)
	 
	 	Ø	 	Identification of states with annual or semi-annual payments
	 
	 	Ø	 	File Representing corporate advances for taxes
	 
	 	Ø	 	Pending Tax Research Items





Pending Tax Sales






 







© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”



Page 21









 











EXHIBIT B




	 	 	 

	 


	 	





The Previous Servicer agrees to provide information regarding a pending tax sale within 12 months
of the Servicing Transfer Date on a property if available at the time of transfer. This file shall
include the following information and be provided within 10 days prior to transfer.





	 	Ø	 	State
	 
	 	Ø	 	Redemption amount
	 
	 	Ø	 	Redemption date
	 
	 	Ø	 	Total funds already corporate advanced
	 
	 	Ø	 	Tax Sale (loss) date
	 
	 	Ø	 	Current redemption in process
	 
	 	Ø	 	Non-redeemable properties





Unpaid Property Taxes



The Previous Servicer must provide a listing of all unpaid taxes including the reason the taxes
remain unpaid. In addition, the Previous Servicer must provide to the Servicer all due and unpaid
tax bills in their possession as of the Transfer Date and shall forward all stub bills in its
possession and tax sale property files to the following address five (5) days prior to the
Servicing Transfer Date.



Nationstar Mortgage LLC

Attn: Escrow Administration

350 Highland Drive

Lewisville, Texas 75067




Transfer of Life of Loan (“LOL”) Tax Contracts



For all loans where a Life of Loan Tax Contract exists, the Previous Servicer shall cooperate with
the transfer of the life of loan contracts to the Servicer within five (5) days after the Servicing
Transfer Date.



In connection with the transfer of the servicing for any Mortgage Loans, within fifteen (15) days
prior to transfer, Previous Servicer shall provide written notice to tax bill services or tax
authorities (as applicable) of the future transfer and assignment of the Mortgage Loans. Copies of
all such notices shall be provided to Servicer within five (5) days after the Servicing Transfer
Date.




     Tax Information Prior to and After Transfer:


Nationstar Mortgage LLC

Attn: Sharon Goody

350 Highland Drive

Lewisville, Texas 75067

469-549-2005

Sharon.Goody@nationstarmail.com




Tax Litigation Report






 






© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”



Page 22









 










EXHIBIT B




	 	 	 

	 


	 	





The Previous Servicer must also provide an electronic report of all loans fifteen (15) days prior
to the Servicing Transfer Date in which taxes are in litigation status, including loan number,
borrower name, property address and an explanation of the type of litigation.








 





© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”




Page 23









 










EXHIBIT B




	 	 	 

	 


	 	






Mortgage Insurance



The Previous Servicer shall provide a loan level report listing the following information for all
loans with Private Mortgage Insurance or HUD Mortgage Insurance Premium. Report is required
pre-transfer and post-transfer. The pre-transfer report needs to be provided as part of the
preliminary data with the final report provided as defined under Delivery of Final Loan Level Data
& Reports.





	 	Ø	 	Loans with PMI/MIP






	 	•	 	Borrower Paid Indicator
	 
	 	•	 	Lender Paid Indicator
	 
	 	•	 	Investor Paid Indicator






	 	Ø	 	Insurance company
	 
	 	Ø	 	Policy/Certificate number
	 
	 	Ø	 	Effective/Expiration Date
	 
	 	Ø	 	Coverage Amount
	 
	 	Ø	 	% Covered
	 
	 	Ø	 	Premium Amount
	 
	 	Ø	 	Payment amount
	 
	 	Ø	 	Payment term
	 
	 	Ø	 	Due date
	 
	 	Ø	 	Payment status (borrower paid vs. lender paid)
	 
	 	Ø	 	Outstanding MI claim (Y/N)
	 
	 	Ø	 	Cancellations






	 	•	 	In process
	 
	 	•	 	Borrower cancelled
	 
	 	•	 	Cancelled as a result of non-payment




With respect to the Mortgage Loans, the Previous Servicer shall ensure all Mortgage Insurance
premiums due up to and including the Transfer Date are paid, including lender paid mortgage
insurance premiums. In addition, the Previous Servicer shall transmit to the applicable private
mortgage insurance companies, notification of the transfer of the servicing to the Servicer and
instructions to deliver all notices and insurance statements, as the case may be, to the Servicer
from and after the Transfer Date. In addition, the Previous Servicer shall notify HUD of the
change in servicer information within fifteen days after the Transfer Date. Nationstar Mortgage
LLC’s HUD ID number is 26450-0000-1.



Further, the Previous Servicer will be responsible for correcting errors on the HUD 92080 Reject
Report prior to the Servicing Transfer Date. Prior Servicer will be held responsible for any
outstanding MI items as of the Servicing Transfer Cutoff Date to include late and interest due on
FHA loans, past due premiums and disclosure issues.



Nationstar Mortgage LLC

Attn: PMI/MIP Unit /Sharon Goody

350 Highland Drive

Lewisville, Texas 75067

469-549-2005

Sharon.Goody@nationstarmail.com






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”





Page 24









 










EXHIBIT B




	 	 	 

	 


	 	





Nationstar Mortgage LLC

Attn: FHA Unit /Sharon Goody

350 Highland Drive

Lewisville, Texas 75067

469-549-2005

Sharon.Goody@nationstarmail.com




Vendor Requirements




Tax



The Nationstar Tax Vendor is First American: Customer Numbers: 10578 and 10904
Name: Homeselect Settlement Solutions, LLC.



The Nationstar Contact at First American is TJ Douglas: 817-699-3587 tjdouglas@firstam.com.



For loans to bene change from one First American client to Nationstar/Homeselect, the prior
Servicer will submit a spreadsheet from Nationstar with the following information:





	 	Ø	 	Prior lender’s loan number (preferably just one column/one loan # string)
	 
	 	Ø	 	Name of prior lender and/or their FA customer number(s)
	 
	 	Ø	 	FA contract number on all loan numbers




For loans to be boarded on First American’s system as an Acquired loan (loans NOT currently under
service with First American), the prior Servicer will provide to Nationstar a spreadsheet/ with the
following info:





	 	Ø	 	Borrower Name (2 columns – first/last)
	 
	 	Ø	 	Borrower Address (preferably 5 columns – street #, street name, city, state, zip)
	 
	 	Ø	 	Tax authority/agency (preferably FA’s payee # or at least something we can cross reference)
	 
	 	Ø	 	Tax id/parcel number
	 
	 	Ø	 	Service Type (escrow/C or non-escrow/B)
	 
	 	Ø	 	Term of contract
	 
	 	Ø	 	Amount of Mortgage/Loan
	 
	 	Ø	 	If loans are coming from Land America: their ‘reverse adds’ file





Insurance (Flood and Hazard)



The Nationstar Insurance Vendor is Assurant:



The Nationstar Contact at Assurant is Kathy Ward: kathyward@mindspring.com



Office: 281.346.2008.



The prior Servicer will submit an Excel file to Nationstar with the following information:






 




			
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”





Page 25









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Prior Servicer Loan #
	 
	 	Ø	 	Borrower Name
	 
	 	Ø	 	Property Address, City, State, Zip
	 
	 	Ø	 	Insurance Carrier
	 
	 	Ø	 	Policy Number
	 
	 	Ø	 	Effective date and Expiration Date
	 
	 	Ø	 	Coverage Amount
	 
	 	Ø	 	Premium Amount
	 
	 	Ø	 	If policy is currently in a cancellation status, the cancellation effective date





Flood



The Flood Vendor for Nationstar is First American:



The Nationstar Contact at First American Flood is Cynthia Fresch: cfresch@firstam.com Office Phone:
800.447.1772 ext. 3112, Cell: 512.689.5239



The prior Servicer will submit an Excel file to Nationstar with the following information:





	 	Ø	 	Prior Servicer Loan #
	 
	 	Ø	 	Borrower Name (First and Last)
	 
	 	Ø	 	Property Address, City, State, Zip
	 
	 	Ø	 	Certification Number







 





© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”



Page 26









 










EXHIBIT B




	 	 	 

	 


	 	






Credit Life and Other Optional Products



The Previous Servicer must provide the appropriate written instructions to the Mortgagor related to
the discontinuation of any optional products prior to the Servicing Transfer Date within the RESPA
good-bye letter. The Previous Servicer will remove the premium amount(s) from the Mortgagor’s
total monthly payment and disburse any and all premiums to the product vendor or the Mortgagor
prior to the Servicing Transfer Date.




Claims Process



Loan Level Detail containing the following items listed below. This report is required
pre-transfer and post-transfer. The pre-transfer report needs to be provided as part of the
preliminary data with the final report provided as defined under Delivery of Final Loan Level Data
& Reports.





	 	Ø	 	How many open claims – broken down by pre and post foreclosure status
	 
	 	Ø	 	Type of claim (MI, FNMA 571, etc)
	 
	 	Ø	 	Date claim filed
	 
	 	Ø	 	Beginning claim amount, funds received, remaining balance
	 
	 	Ø	 	Current disposition status of REO properties
	 
	 	Ø	 	Record for any loans previously where claims closed in last 90 days including denied claims
	 
	 	Ø	 	Break down of claims process
	 
	 	Ø	 	Claims closed in last 90 days including denied claims
	 
	 	Ø	 	Loans where recourse / indemnification agreements are in place
	 
	 	Ø	 	Loans where recourse / indemnification — repurchase / payout in process
	 
	 	Ø	 	Identify claims in dispute and the disputed item
	 
	 	Ø	 	Corporate Advance Detail broken down by type and loan level







 






© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”




Page 27









 










EXHIBIT B




	 	 	 

	 


	 	






Records and Files



File Delivery



The Previous Servicer must deliver the Servicing Files to the Servicer within five business days
after the Servicing Transfer Date. If images are available, Previous Servicer shall provide an
example of the format fourteen days prior to the Servicing Transfer Date. The Servicing Files
must contain copies of all the documents delivered to the Document Custodian in the Collateral
Files and all other documents and information relating to the origination and servicing of the
Mortgage Loans through the date on which the files are delivered to the Servicer.



Arrangements shall be made for an inside delivery of the Servicing Files. The Previous Servicer
agrees to coordinate the file delivery with the Servicer. The Previous Servicer agrees to the best
of its ability remove any files for loans that pay off prior to the Transfer Date.



The files shall be placed in a box in the Previous Servicer’s loan number order. Transmittals
shall be attached to each box listing contents by loan number. Each box must be labeled as
follows:



<NEW CLIENT NAME>//                  <NAME OF SELLER>     
      //             <DATE OF TRANSFER>      
         //BOX 1 OF                



(Example: Nationstar Mortgage LLC/PREVIOUS SERVICER NAME/07.05.07/BOX 5 of 32).



An electronic master manifest in Excel containing prior servicer loan number and box number is
required prior to Shipment.



File Delivery Address:



Nationstar Mortgage LLC

Attn: File Services/ Keenan Cain

350 Highland Drive

Lewisville, Texas 75067

469-549-3241

Keenan.Cain@nationstarmail.com



Preferred Format of Images





	 	•	 	Group 4 TIFF, Single page TIFF





Electronic Image Requirements





	 	•	 	Electronic cumulative manifest of each image provided. The manifest should include but
is not limited to previous servicer loan number and document/index type.
· Electronic cumulative list of document/index types and corresponding user friendly
description.
	 
	 	•	 	Electronic cumulative list of document/index types and corresponding user friendly
description.




Trailing Documents (Non-collateral documents)






 






© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”




Page 28









 










EXHIBIT B




	 	 	 

	 


	 	





Please send trailing original collateral documents to the address above. Write the Previous
Servicer’s loan number on each document.




MERS Notification



If any loans are registered with MERS the Previous Servicer must create a TOB (Transfer of
Beneficial Rights) and/or TOS (Transfer of Servicing) batch for any active loan in the transfer.
This shall be done either through the Previous Servicer’s servicing system, if allowable or through
the MERS Online System on the Transfer Date. The Previous Servicer must determine the correct MERS
ORG ID for the investor.



The Org ID for Nationstar Mortgage LLC as sub-servicer is 1003972.





	 	1.	 	Move the MERS loans to the correct Org ID to coincide with the transfer.
	 
	 	2.	 	Enter the Sale Date, Transfer Date applicable to the Transfer and the MERS quality
review flag.
	 
	 	3.	 	Enter the Recording Information and that the loan servicing has been transferred to
Nationstar Mortgage LLC
	 
	 	4.	 	Provide Nationstar Mortgage LLC with the MIN and batch numbers for all loans
transferred on MERS.




Contact Information:



Nationstar Mortgage LLC

Attn: MERS/ Keenan Cain

350 Highland Drive

Lewisville, Texas 75067

469-549-3241

Keenan.Cain@nationstarmail.com






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of
Nationstar Mortgage
LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous
written approval Nationstar Mortgage LLC.”







Page 29











 





EXHIBIT B




	 	 	 

	 


	 	






IRS Reporting



For any period prior to the Servicing Transfer Cutoff Date, Previous Servicer must prepare, report
to the Internal Revenue Service and provide to Mortgagors, all in accordance the applicable law,
rules and regulations, any and all tax information required to be provided with respect the
Mortgage Loans for that period. The Previous Servicer shall provide to the Servicer confirmation
when and by whom Social Security Number validation has been completed on the Mortgage Loans.






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 30









 










EXHIBIT B




	 	 	 

	 


	 	






Litigation (This is covered in the Transfer Letter) / Update to show pre&post



In the event the Previous Servicer receives notification of Litigation being issued in conjunction
with any Mortgage Loan the Previous Servicer will give written notification to the Servicer within
five (5) business days. In the event time does not permit prior approval by the Servicer, Previous
Servicer will retain counsel to represent the Servicer’s interests and obtain said approval as soon
thereafter as possible. The costs incurred in providing legal representation in conjunction with
any such Mortgage Loan serviced hereunder will be borne by the Servicer.



The Previous Servicer must provide the Servicer with a listing of any loans with open litigation,
including an explanation for each case . This report is required pre-transfer and post-transfer.
The pre-transfer report needs to be provided as part of the preliminary data with the final report
provided as defined under Delivery of Final Loan Level Data & Reports.




Partial Releases



The Previous Servicer must provide the Servicer with a listing of any loans on which a partial
release is pending, including an explanation for each case and all documentation received as
defined under Delivery of Final Loan Level Data & Reports.




Subordinations



The Previous Servicer must provide the Servicer with a listing of any loans on which a
Subordination requests are pending, including an explanation for each case, any subordination in
the Mississippi Grant Program and all documentation received as defined under Delivery of Final
Loan Level Data & Reports.




Qualified Written Requests (RESPA)



The Previous Servicer must provide the Servicer with a listing of any loans on which a Qualified
Written Request has been received and is pending, including an explanation for each case and all
documentation received as defined under Delivery of Final Loan Level Data & Reports. The Previous
Servicer must provide the Servicer with all research backup and written explanation of the issue.




Mortgagor Name Changes



The Previous Servicer must provide to the Servicer in the servicing file backup for each pending
legal name change along with the appropriate documentation (i.e., quit claims, death certificates,
divorce decrees, etc.) as defined under Delivery of Final Loan Level Data & Reports.






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 31









 










EXHIBIT B




	 	 	 

	 


	 	






Soldier’s and Sailor’s Civil Relief Act of 1940 (SSCRA)



The Previous Servicer shall provide a loan level report listing the following information for all
loans under SSCRA. This report is required pre-transfer and post-transfer. The pre-transfer
report needs to be provided as part of the preliminary data with the final report provided as
defined under Delivery of Final Loan Level Data & Reports.





	 	Ø
	 	Loan Number for loans in which relief has been requested under the
Soldier’s and Sailor’s Civil Relief Act of 1940, as amended
	 
	 	Ø
	 	Mortgagor’s Name
	 
	 	Ø
	 	Period of Reduced Payment (mm/yy to mm/yy)
	 
	 	Ø
	 	Loan has received reduced payments thru mm/yy
	 
	 	Ø
	 	Effective date of the subsidy
	 
	 	Ø
	 	Subsidy method (buydown subsidized or 6% interest rate)
	 
	 	Ø
	 	If buydown subsidy method, how was loan funded
	 
	 	Ø
	 	Calculation method of the reduced payment
	 
	 	Ø
	 	Active duty start date
	 
	 	Ø
	 	Active duty termination date
	 
	 	Ø
	 	Complete copy of the customer’s Military Orders
	 
	 	Ø
	 	Copy of ARM adjustment notification letter(s) during SSCRA period
	 
	 	Ø
	 	Additional comments or notes




Please forward one report for each SSCRA loan to:



Nationstar Mortgage LLC

Attn: SSCRA/Marina Reyes

350 Highland Drive

Lewisville, Texas 75067

469-549-2014

Marina.Reyes@nationstarmail.com






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 32









 










EXHIBIT B




	 	 	 

	 


	 	






Loss Mitigation and Collection Activity



The Previous Servicer shall make available any written procedures for loss mitigation alternatives
and share with Nationstar to ensure a smooth transfer. An electronic report in Excel format is
required for each report defined in this section. . Each report in this section should be
delivered as defined under Delivery of Final Loan Level Data & Reports.




1. Pending Checks Report





	 	Ø
	 	All loans with pending checks
	 
	 	Ø
	 	Date of Pending Check
	 
	 	Ø
	 	Amount of Pending Check





2. Open Research Item Report





	 	Ø
	 	All loans with open research items
	 
	 	Ø
	 	Missing Payments
	 
	 	Ø
	 	Payment Corrections
	 
	 	Ø
	 	Date of Research Item
	 
	 	Ø
	 	Amount of Research Item
	 
	 	Ø
	 	Type of research item (i.e. western union, moneygram, check)
as outlined in the Qualified Written Request section.
	 
	 	Ø
	 	Status





3. Repayment Plan Report






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 33









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø
	 	All loans with active repayment plan
	 
	 	Ø
	 	Loans for which repayment plan activity has been initiated
	 
	 	Ø
	 	Detail of the terms and conditions of the repayment plan
	 
	 	Ø
	 	Status





4. Pending Short Sale Report





	 	Ø
	 	All loans with an active short sale
	 
	 	Ø
	 	All short sales with an offer outstanding
	 
	 	Ø
	 	All short sales with an active sales contract
	 
	 	Ø
	 	Approved Short Sales
	 
	 	Ø
	 	Approved Short Sales awaiting claims to be filed
	 
	 	Ø
	 	Outstanding Short Sale claims
	 
	 	Ø
	 	Recent property valuation





5. Pending Non-HAMP Loan Modification Report





	 	Ø
	 	All Loans Pending Modification
	 
	 	Ø
	 	Trial period information if applicable
	 
	 	Ø
	 	Recent property valuation
	 
	 	Ø
	 	Title search
	 
	 	Ø
	 	Modification terms







	 
	 	•
	 	Permanent/Temporary (Expiration Date)
	 
	 	•
	 	Rate Reduction Only/Capitalization







	 
	 	Ø
	 	Document/Title company contact information
	 
	 	Ø
	 	Documentation collected from borrower (Y/N)
	 
	 	Ø
	 	Identification of any funds collected in conjunction with the modification
	 
	 	Ø
	 	Modification subordination date
	 
	 	Ø
	 	Modification record date





6. Pending Deed-in-Lieu Report





	 	Ø
	 	All loans pending deed-in-lieu of foreclosure
	 
	 	Ø
	 	Recent property valuation
	 
	 	Ø
	 	Title search
	 
	 	Ø
	 	Status





7. Charged-off Loan Report






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 34









 











EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	All loans charged-off
	 
	 	Ø	 	Lien
	 
	 	Ø	 	Date of charge-off
	 
	 	Ø	 	Amount charged-off





Loss Mitigation Servicing File Documentation Requirements



In addition to the data requirements the following Loss Mitigation documents are required. If Loss
Mitigation documents are not imaged then physical documents will need to be delivered within five
(5) days of after the Transfer Date to the loss mitigation contact in addition to being in the
servicing file,





	 	Ø	 	Copies of all written correspondence regarding delinquencies
	 
	 	Ø	 	Written agreements entered into with the Mortgagor including any
modification documents, repayment plans, stipulated repayment plans, or
any other document that constitutes approval of the loss mitigation
workout or alternative.




Pending Short Sale Doc Requirements





	 	Ø	 	Sales contract
	 
	 	Ø	 	HUD-I Settlement Statement, estimated
	 
	 	Ø	 	Realtor/Broker contact information
	 
	 	Ø	 	Mortgagor financials
	 
	 	Ø	 	Mortgagor hardship letter
	 
	 	Ø	 	Approval letter (if approved and not closed prior to transfer date)
	 
	 	Ø	 	Appraisal and/or Title Search Performed




Pending Loan Modification Doc Requirements





	 	Ø	 	Mortgagor financials
	 
	 	Ø	 	Mortgagor hardship letter
	 
	 	Ø	 	Hard copy of the Modification Agreement
	 
	 	Ø	 	Copy of the Modification Approval




Pending Deed-in-Lieu Doc Requirements





	 	Ø	 	Deed-in-Lieu agreement
	 
	 	Ø	 	Document/Title company contact information
	 
	 	Ø	 	Mortgagor financials
	 
	 	Ø	 	Mortgagor hardship letter
	 
	 	Ø	 	Appraisal and/or Title Search Performed




If Loss Mitigation documents are not imaged then deliver hard copies to:






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 35









 










EXHIBIT B




	 	 	 

	 


	 	





Nationstar Mortgage LLC

Attn: Loss Mitigation Department/Bryan Minassian

350 Highland Drive

Lewisville, Texas 75067

469-549-2

Bryan.Minassian@Nationstarmail.com




Please refer to the Records and Files section regarding the forwarding of documents and/or files




Bankruptcy



The Previous Servicer shall provide a loan level report listing the following information for loans
with Bankruptcy. This report is required pre-transfer and post-transfer. The pre-transfer report
needs to be provided as part of the preliminary data with the final report provided as defined
under Delivery of Final Loan Level Data & Reports.





	 	Ø	 	Loan Number
	 
	 	Ø	 	Mortgagor’s Name
	 
	 	Ø	 	Name of Filer
	 
	 	Ø	 	Lien
	 
	 	Ø	 	Filing date
	 
	 	Ø	 	Chapter
	 
	 	Ø	 	Case number
	 
	 	Ø	 	Bankruptcy State/District
	 
	 	Ø	 	Bankruptcy status
	 
	 	Ø	 	Post-petition due date
	 
	 	Ø	 	Contractual due date at the time of filing
	 
	 	Ø	 	Date file referred to Attorney
	 
	 	Ø	 	Previous Servicer’s Attorney name







 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 36









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Previous Servicer’s Attorney address
	 
	 	Ø	 	Previous Servicer’s Attorney phone number
	 
	 	Ø	 	Mortgagor’s Attorney name
	 
	 	Ø	 	Mortgagor’s Attorney address

	 
	 	Ø	 	
Mortgagor’s Attorney phone number
	 
	 	Ø	 	Trustee name
	 
	 	Ø	 	Trustee address
	 
	 	Ø	 	Trustee phone number
	 
	 	Ø	 	Trustee website
	 
	 	Ø	 	Trustee date
	 
	 	Ø	 	Mortgagor’s Suspense Balance
	 
	 	Ø	 	Trustee Suspense Balance
	 
	 	Ø	 	Suspense Balance of any Stipulated Agreement
	 
	 	Ø	 	Has Proof of Claim been filed (Y/N)
	 
	 	Ø	 	Confirmed Proof of Claim
	 
	 	Ø	 	Amount with Breakdown
	 
	 	Ø	 	Amount Paid to Date from Trustee for Claim
	 
	 	Ø	 	Litigation Status (Motion for Relief Filed, Cramdown, etc.)
	 
	 	Ø	 	If Litigation, by whom
	 
	 	Ø	 	Stipulated agreement (Y/N)
	 
	 	Ø	 	Which post-petition payments are included
	 
	 	Ø	 	What post-petition payments have been paid by the debtor




The Previous Servicer shall provide a loan level report listing the following information for all
loans that are in an active Chapter 7 Bankruptcy:





	 	Ø	 	Date of Discharge
	 
	 	Ø	 	Date of Reaffirmation
	 
	 	Ø	 	Date Filed
	 
	 	Ø	 	Case #
	 
	 	Ø	 	State Filed
	 
	 	Ø	 	District Filed
	 
	 	Ø	 	Name of Filer
	 
	 	Ø	 	Dismissal Date
	 
	 	Ø	 	Motion for Relief Obtained Date







 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 37









 










EXHIBIT B




	 	 	 

	 


	 	





The Previous Servicer shall provide a loan level report listing the following information for loans
with active Chapter 11, 12 and 13 Bankruptcies:





	 	Ø	 	Complete Payment History for both pre and post petition payments

	 
	 	Ø	 	
 Original confirmed claim amount
	 
	 	Ø	 	Breakdown of all amounts included in the claim.





The Previous Servicer shall provide Bankruptcy files for each loan to contain the following information:





	 	Ø	 	Mortgage
	 
	 	Ø	 	Note
	 
	 	Ø	 	Title Policy
	 
	 	Ø	 	Breakdown of trustee money received and how it was applied
	 
	 	Ø	 	Breakdown of all payments received from debtor and how it was applied
	 
	 	Ø	 	Copies of all invoices
	 
	 	Ø	 	Any pending relief of stay hearings within 60 days of the transfer
	 
	 	Ø	 	Bank’s attorney and contact information
	 
	 	Ø	 	Debtor’s attorney and contact information
	 
	 	Ø	 	Bankruptcy petition
	 
	 	Ø	 	Proof of claim
	 
	 	Ø	 	If arrearages included in proof of claim, please provide breakdown
	 
	 	Ø	 	Reorganization plan
	 
	 	Ø	 	Copies of stipulation/agreed orders (details of payment plan)
	 
	 	Ø	 	Foreclosure information prior to bankruptcy filing (if applicable)
	 
	 	Ø	 	Information of prior bankruptcy filings (multi-filers)
	 
	 	Ø	 	APO or RFS order
	 
	 	Ø	 	RFS motion
	 
	 	Ø	 	Dismissal/discharge order and/or a list of loans that have been
dismissed/discharged
	 
	 	Ø	 	Contractual Payment History
	 
	 	Ø	 	Stipulated Agreement




The Previous Servicer shall provide a report of all attorneys used for bankruptcy, including the
full firm name, contact name, address, phone number and tax identification number (TIN). Previous
Servicer shall also provide copies of attorney standards and fee schedules.



The Previous Servicer shall provide written notice, in accordance with applicable court procedures,
to bankruptcy trustees and debtor attorneys with respect to the assignment of any Bankruptcy Loans.
Such notices shall be mailed to the bankruptcy trustees and debtor attorneys prior to the
respective Transfer Date. Copies of all such notices shall be provided to Servicer within five (5)
days after the Transfer Date.



Nationstar Mortgage LLC






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 38









 










EXHIBIT B




	 	 	 

	 


	 	





Attn: Bankruptcy Department/Matthew Barrett

350 Highland Drive

Lewisville, Texas 75067

469-549-2234

Matthew.Barrett@nationstarmail.com




Please refer to the Records and Files section regarding the forwarding of documents and/or files.




Foreclosure File Report



The Previous Servicer shall provide a loan level report listing the following information for any
loan in which foreclosure actions have been initiated. This report is required pre-transfer and
post-transfer. The pre-transfer report needs to be provided as part of the preliminary data with
the final report provided as defined under Delivery of Final Loan Level Data & Reports.





	 	Ø	 	Loans in foreclosure
	 
	 	Ø	 	Legal specifics/process by state
	 
	 	Ø	 	Foreclosure status
	 
	 	Ø	 	Date referred to foreclosure
	 
	 	Ø	 	Attorney or firm assigned
	 
	 	Ø	 	Attorney phone number
	 
	 	Ø	 	Date of first legal action
	 
	 	Ø	 	Date of Demand/Breach Letter sent to borrower
	 
	 	Ø	 	Date the service was completed
	 
	 	Ø	 	Date the judgment was ordered
	 
	 	Ø	 	Scheduled Sale Date / Actual Sale Date (if applicable)
	 
	 	Ø	 	Any information related to holds during the process
	 
	 	Ø	 	Lien Position
	 
	 	Ø	 	If second lien, need 1st lien holder name, status, and contact information





Foreclosure File Requirements




The Previous Servicer shall provide Foreclosure files for each loan to contain the following information:





	 	Ø	 	Copy of the demand/breach letter
	 
	 	Ø	 	Bid instructions for any loans with a sale date occurring within 15
days after the Transfer Date must be provided upon transfer.
	 
	 	Ø	 	Trustee/attorney names and contact information
	 
	 	Ø	 	Referral letter
	 
	 	Ø	 	Copies of all invoices, paid and due
	 
	 	Ø	 	NOD/Complaint
	 
	 	Ø	 	Foreclosure title report
	 
	 	Ø	 	Foreclosure bid worksheet (if available)
	 
	 	Ø	 	Actual/projected foreclosure sale date
	 
	 	Ø	 	Foreclosure review committee packet (not referred to attorney but
recommended for foreclosure).
	 
	 	Ø	 	Bankruptcy information prior to foreclosure action (if applicable)
	 
	 	Ø	 	Mark the outside of the file for any exception loans (e.g., SEIZED,
DEMOLITION; MOBILE HOMES AND MANUFACTURED HOUSING)







 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




 Page 39









 










EXHIBIT B




	 	 	 

	 


	 	






Foreclosure File Handling



Loan files for loans scheduled for sale within two (2) weeks after the Servicing Transfer Date are
to be received on the Servicing Transfer Date. These files are to contain a payoff statement good
through cutoff date (or a total amount due statement), and the recent BPO/Appraisal. Hard copy
screen prints may be substituted for the electronic reports, but must contain the required
information.



The Previous Servicer shall provide a report of all attorneys used for foreclosure litigation
fifteen (15) days prior to the Transfer Date, including the full firm name, contact name, address,
phone number and tax identification number (TIN). Please advise your foreclosure attorneys of the
servicing transfer thirty (30) days prior and advise to proceed with the foreclosure process.



For all loans facing a foreclosure sale date within thirty (30) days before or after the Transfer
Date, the Controlling Party requests a report forty-five (45) days prior to the Transfer Date and
again fifteen (15) days prior to the Transfer Date summarizing the following loan-level
information:





	 	Ø	 	Loan number
	 
	 	Ø	 	
Scheduled foreclosure sale date
	 
	 	Ø	 	Scheduled foreclosure bid amount
	 
	 	Ø	 	Property state
	 
	 	Ø	 	Property city
	 
	 	Ø	 	Origination value
	 
	 	Ø	 	Updated property valuation
	 
	 	Ø	 	Attorney name
	 
	 	Ø	 	Attorney contact information





In addition to the items above please provide information regarding the following on all loans:





	 	Ø	 	Lenstar History
	 
	 	Ø	 	Appraisal/Values
	 
	 	Ø	 	If government loans — case #’s
	 
	 	Ø	 	Maintenance/Inspection Records — What loans were winterized?




Comprehensive List of loans with:





	 	Ø	 	Sale Dates
	 
	 	Ø	 	Redemptions
	 
	 	Ø	 	Projected Sale Dates




Vendor Information for:





	 	Ø	 	Inspections
	 
	 	Ø	 	Demands
	 
	 	Ø	 	Appraisals
	 
	 	Ø	 	Billing
	 
	 	Ø	 	Any other outsourcer/system
	 
	 	Ø	 	Attorney Fee Schedule
	 
	 	Ø	 	Attorney timeline/production reports
	 
	 	Ø	 	List of Aged Inventory with Chronological Events






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”





 Page 40












 





EXHIBIT B




	 	 	 

	 


	 	





A foreclosure should not be put on hold without the prior written approval or email
confirmation from the controlling party.



Nationstar Mortgage LLC

Attn: Foreclosure Department/Mike Hansen

350 Highland Drive

Lewisville, Texas 75067

469-549-3096

Mike.Hansen@nationstarmail.com




Please refer to the Records and Files section regarding the forwarding of documents and/or files.






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 41









 










EXHIBIT B




	 	 	 

	 


	 	






REO



In the event a Mortgage Loan goes to foreclosure sale and the redemption period expires or the Loan
is currently in REO the Previous Servicer shall provide a pre-transfer and post-transfer electronic
report in Excel format to the Servicer containing the data points listed below. The pre-transfer
report needs to be provided as part of the preliminary data with the final report provided as
defined under Delivery of Final Loan Level Data & Reports.





	 	Ø	 	Loans in REO
	 
	 	Ø	 	
 Foreclosure and eviction attorney contact information
	 
	 	Ø	 	Foreclosure Sale Date
	 
	 	Ø	 	Successful Bidder
	 
	 	Ø	 	Confirmation/Ratification/Redemption Date (if Applicable)
	 
	 	Ø	 	Offers and counter-offers and amounts received
	 
	 	Ø	 	Agent contact information (name, company, phone, fax, email)
	 
	 	Ø	 	Contact information for any other third party vendors involved
	 
	 	Ø	 	Under contract flag
	 
	 	Ø	 	Closing date
	 
	 	Ø	 	Force placed insurance information
	 
	 	Ø	 	Taxes due
	 
	 	Ø	 	Taxes Paid
	 
	 	Ø	 	Code Violations
	 
	 	Ø	 	Open Legal files
	 
	 	Ø	 	Closing status
	 
	 	Ø	 	Closing contact information (Title company, closer, agent)
	 
	 	Ø	 	Occupancy status
	 
	 	Ø	 	Eviction status
	 
	 	Ø	 	Cash for keys offered/accepted/denied
	 
	 	Ø	 	Title work completed
	 
	 	Ø	 	All interior values
	 
	 	Ø	 	Amount of REO repairs made to property
	 
	 	Ø	 	If Third Party Sale — Date Proceeds Received
	 
	 	Ø	 	If Third Party Sale — Amount
	 
	 	Ø	 	If Redeemed — Date Proceeds Received
	 
	 	Ø	 	If Redeemed — Amount
	 
	 	Ø	 	REO Closing Attorney Contact Information (Name, Address, phone, fax,
email)
	 
	 	Ø	 	Party Marketing the Property
	 
	 	Ø	 	Date Property Sold
	 
	 	Ø	 	Initial Investor Claim-Date Filed
	 
	 	Ø	 	Investor Name Claim Sent to and Contact Information
	 
	 	Ø	 	Investor Claim Amount
	 
	 	Ø	 	Investor Claim Date Paid
	 
	 	Ø	 	Investor Claim Status
	 
	 	Ø	 	MI Claim-Date Filed
	 
	 	Ø	 	MI Name Claim Sent to and Contact Information
	 
	 	Ø	 	MI Claim Amount
	 
	 	Ø	 	MI Claim Date Paid
	 
	 	Ø	 	Other Claim-Date Filed (i.e. Secondary etc.)







 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 42









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Other Name Claim Sent to and Contact Information
	 
	 	Ø	 	Other Claim Amount
	 
	 	Ø	 	Other Claim Date Paid
	 
	 	Ø	 	Identification of a redemption loan that have not confirmed




The Previous Servicer shall provide a pre-transfer and post-transfer electronic report in Excel
format to the Servicer and controlling party documenting REOs with offers, sales, or closings
pending. The pre-transfer report needs to be provided no later than 20 days prior to the transfer
date, updated report 5 days prior to transfer and the final report provided as defined under
Delivery of Final Loan Level Data & Reports. An REO offer should not be put on hold without the
prior written approval or email confirmation from the controlling party



In addition to the data requirements the following REO documents are required. If REO documents
are not imaged then physical REO files will need to be delivered no later than 5 days post
transfer.





	 	Ø	 	Foreclosure deed
	 
	 	Ø	 	Foreclosure bid worksheet with supporting BPO’s or APO’s attached
	 
	 	Ø	 	Property inspection reports
	 
	 	Ø	 	Listing agreements including initial list price and date, current
list price and all list reductions and dates.
	 
	 	Ø	 	Listing activity reports

	 
	 	Ø	 	
Rehabilitation work orders and/or contractor invoices
	 
	 	Ø	 	All Closing documents (contract, title work, etc.), closing attorney
contact information, scheduled closing date, etc.
	 
	 	Ø	 	Executed contracts
	 
	 	Ø	 	
 Preliminary/Final HUD




The file shall be organized so that all documents pertaining to the REO are together and in
chronological order, including a copy of any claims filed, the Foreclosure and or Sheriff’s Deed
and foreclosure attorney information; eviction attorney information, if applicable, and any other
attorney correspondence; copies of all invoices paid; hard copy REO notes, if not provided
electronically. If the REO file is delivered to the Servicer prior to the Transfer Date the
Previous Servicer shall work with the Servicer to determine how best to transfer the loan record
data. Please forward current vendor, vendor system information and contact information to our
contact below. REO files and unpaid invoices shall be delivered to:



REO Files and Invoices:



Nationstar Mortgage LLC

Attn: REO Department/Kevin Friday

350 Highland Drive

Lewisville, Texas 75067

469-549-2271

Kevin.Friday@Nationstarmail.com






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 43









 










EXHIBIT B




	 	 	 

	 


	 	






Mortgagor Recoverable Corporate Advances



The Previous Servicer shall provide a loan-level, itemized accounting of all expenses, to date, for
all mortgagor recoverable expenses. This itemized accounting shall include supporting
documentation of all recoverable expenses disbursed from escrow accounts or any other account.
Copies of all property inspections, property preservation, and invoices for all loans, including
bankruptcy and foreclosure, shall be provided in a format agreed upon by all parties.



The Previous Servicer shall provide a loan level report listing the following information for any
loan with an advance. The detail of the advance amount should tie back to the cumulative balance
provided in the trial balance. This report is required pre-transfer and post-transfer. The
pre-transfer report needs to be provided as part of the preliminary data with the final report
provided as defined under Delivery of Final Loan Level Data & Reports.





	 	Ø	 	Loans with advance
	 
	 	Ø	 	Advance Type and Amount: (attorney fee, BPO, Inspections, Recording
Fees, Bankruptcy, Foreclosure, etc.)
	 
	 	Ø	 	Corporate Expense Detail
	 
	 	Ø	 	Debit/Credit Indicator
	 
	 	Ø	 	Recoverable, Non-Recoverable, or Third Party Indicator







 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 44









 










EXHIBIT B




	 	 	 

	 


	 	






Release of Title, Payoff Requests and Payoff Funds Received After Transfer



The Previous Servicer is responsible for, and must send for recordation, all Mortgage Loan
satisfactions for all Mortgage Loans that pay in full prior to the Transfer Date.



The Previous Servicer must wire transfer any payoff funds that are received by the Previous
Servicer after the Servicing Transfer Date on the same day of receipt. Payoff wiring
instructions:



Bank: JPM Chase

City, State, Zip: Dallas, Texas 75201

RT# : 111000614

ACCT# : 1563367653

For further credit to: Nationstar Mortgage LLC, Payment Clearing

Customer’s Name ___________________

Customer’s Loan Acct # ______________

Customer’s Address _________________

Sender’s Name and Phone #____________



The Previous Servicer shall reimburse the Servicer for additional per diem interest on any payoff
check that is not received by the Servicer on the day of its receipt by the Previous Servicer. The
Previous Servicer will forward the Servicer a check in the appropriate amount upon receipt of a
properly documented request. Payoff mailing instructions:



Nationstar Mortgage LLC, Payment Processing — Service Transfer Payoffs

Attn: Marina Reyes

Address: 350 Highland Drive

City, State, Zip: Lewisville, Texas 75067

Phone: 469-549-2014

Email: Marina.Reyes@nationstarmail.com



All requests for a payoff statement should be faxed to 469-549-2455.



The Previous Servicer shall provide a loan level report listing all of the loans for which the
Prepayment Penalty has been waived and any pending payoff requests that have not been fulfilled.
The following information should be included in this report:





	 	Ø	 	Prepayment Penalty Term







 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 45









 










EXHIBIT B




	 	 	 

	 


	 	







	 	Ø	 	Prepayment Penalty Calculation
	 
	 	Ø	 	Payoff Request Date





Automatic Payment Plans, Mortgage Payments or other checks received after Transfer



The Previous Servicer shall provide an example of their current payment coupon and a loan level
report as defined under Conversion Reports.



Any mortgage payments received by Previous Servicer after the Servicing Transfer Date must be
forwarded to Servicer on a daily basis and be clearly identified with the Previous Servicer’s loan
number in upper right corner of check. All checks should be date-stamped and endorsed as follows:




     Pay to the order of Nationstar Mortgage LLC without recourse.



     By



     (Name of Signer) (Title of Signer) (Name of Company)


Previous Servicer agrees to forward on a daily basis all payments received after the Transfer
Date via overnight delivery to:



Nationstar Mortgage LLC

Attn: Service Transfer Payments/Payment Processing

350 Highland Drive

Lewisville, Texas 75067




NSF & Stop Payment Handling



The following procedures shall apply to checks other than payments, NSFs or stop payments received
by the Previous Servicer after the Servicing Transfer Date:





	 	1.	 	Checks shall be clearly identified with Previous Servicer’s loan number in the upper
right-hand corner.
	 
	 	2.	 	Checks that include funds for two or more accounts should be accompanied by a detailed
listing providing Previous Servicer’s loan number and amount due each account.
	 
	 	3.	 	Checks should be properly endorsed as noted above.







 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 46









 










EXHIBIT B




	 	 	 

	 


	 	







	 	4.	 	The purpose of check shall be identified and grouped accordingly (i.e., tax refund,
loss draft, payment of special insurance, principal payment, etc.).
	 
	 	5.	 	Checks shall be forwarded via overnight delivery to the address above.







 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 47









 










EXHIBIT B




	 	 	 

	 


	 	






Dishonored Payments after Transfer and Misapplied payments



The Previous Servicer will ensure the returned check has been presented twice to the bank for good
funds prior to requesting reimbursement from Nationstar Mortgage LLC. The Previous Servicer will
submit the following applicable documentation related to a dishonored payment which was not
reversed by Previous Servicer before the Servicing Transfer Cutoff Date:





	 	1.	 	Original returned or dishonored payment, along with a copy of the debit advice,
should be provided and clearly reflect the reason the payment was dishonored (e.g. NSF,
stop payment, etc.). In the case of a dishonored draft, adequate proof should be
provided indicating the bank rejected the draft.
	 
	 	2.	 	Payment history from point of the dishonored payment to the Transfer Cutoff
Date
	 
	 	3.	 	Nationstar Mortgage LLC shall reimburse Previous Servicer the dishonored
payment funds within twenty (20) days of receipt of applicable documentation.





Misapplied Payments



A “misapplied payment” shall mean a Mortgagor payment for which funds have been deposited in an
incorrect Escrow Account or applied to an incorrect Mortgagor’s account. The existence of a
canceled Mortgagor payment bearing the endorsement of Previous Servicer, for which funds have not
been allocated to the proper Escrow Accounts, shall be considered conclusive evidence of a
misapplied payment. Misapplied payments shall be processed as follows:





	 	1.	 	Both parties shall cooperate in correcting misapplication errors by providing
the payment history from point of error to the Transfer Cutoff Date and a copy of the
canceled check bearing the endorsement of the Previous Servicer responsible for the
posting of the missing funds.
	 
	 	2.	 	The party receiving notice of a misapplied payment occurring to the Transfer
Date and discovered after the Transfer Date shall immediately notify the other party.
	 
	 	3.	 	If a misapplied payment cannot be identified by either party and said
misapplied payment has resulted in a shortage in a Mortgage account, Previous Servicer
shall be liable for the amount of such shortage. Previous Servicer shall reimburse
Nationstar Mortgage LLC for the amount of such shortage within twenty (20) days after
receipt of written demand from Nationstar Mortgage LLC.
	 
	 	4.	 	Any check issued under the provisions of this paragraph shall be accompanied by
a statement indicating the purpose of the check, the mortgagor and property address
involved, and the corresponding Previous Servicer and/or Nationstar Mortgage LLC
account number.




Please forward all documentation regarding dishonored and/or misapplied payments to:



Nationstar Mortgage LLC

Attn: Service Transfer NSF Returns/ Payment Processing

350 Highland Drive

Lewisville, Texas 75067






 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 48









 










EXHIBIT B




	 	 	 

	 


	 	






Correspondence Received After Transfer



All correspondence, insurance renewals, cancellation notices, customer inquiries, etc., received by
Previous Servicer after the Servicing Transfer Date shall be identified with the Previous
Servicer’s loan number and forwarded via overnight delivery on a daily basis to the Servicer:



Nationstar Mortgage LLC

Attn: Service Transfer Correspondence / Austin Cobb

350 Highland Drive

Lewisville, Texas 75067

469-549-2284

Austin.Cobb@nationstarmail.com






 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 49









 










EXHIBIT B




	 	 	 

	 


	 	






HAMP Requirements



The Previous Servicer must complete all HAMP Reporting Transfer Process requirements posted by
Fannie Mae 30 to 60 days prior to the servicing transfer date.





	1.	 	Fill out and submit the HAMP Reporting Transfer Request Form
	 
	2.	 	Fill out and submit the HAMP Reporting Transfer Loan List form with all HAMP loans
transferring
	 
	3.	 	If transferring non-GSE loans the Assignment and Assumption Agreement must be filled out and
submitted to FNMA




The following HAMP electronic reports are required for transferring loans that have been solicited,
currently in a trial period, failed, denied, or have been successfully modified. Each report is
required pre-transfer and post-transfer. The pre-transfer report needs to be provided as part of
the preliminary data with the final report provided as defined under Delivery of Final Loan Level
Data & Reports.





	 	1.	 	List of all loans that have been solicited.
	 
	 	2.	 	Report outlining where each loan is in the process, payments received, and payment
received date. If the process has been completed then provide the new modification terms.
	 
	 	3.	 	Report providing which documents have been received and if incomplete, what is still
missing. Will need copies of all documents received.
	 
	 	4.	 	Report outlining any loans that previously failed (no longer eligible for the HAMP
program) or were turned down.
	 
	 	5.	 	Copies of any Treasury reporting A, B, C, and/or D.




In addition to the reports, the previous servicer will provide HAMP loan level data electronically
on all loans to include the following items pre-transfer and post-transfer. The pre-transfer
report needs to be provided as part of the preliminary data with the final report provided as
defined under Delivery of Final Loan Level Data & Reports.



Data Elements Required for HAMP Loans




# of units






 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 50









 










EXHIBIT B




	 	 	 

	 


	 	






Current Collateral Value




HAMP Terms

HAMP Type (Imminent Default or Default)

Trial Period Payment Dates

Trial Period Payment Amount

Trial Period Payment History

Trial Period Completion/End Date

Amortization Duration

Maturity Date

Beginning Unpaid Principal Balance (at the start of the trial period)

Forbearance Amount at Trial Period

Reset ARM Identifier (Y/N)

Reset Interest Rate

Reset Payment Amount

Eligibility Payment Amount Indicator (will need to calc this in house — current pmt vs. reset pmt)

Date Executed Trial Period Documents Received

Date Trial Period Qualifying Documents Received

Extended Trial Period Payment Date (if applicable)




HAMP Modification Terms

HAMP Type (Imminent Default or Default)

Freddie Weekly Survey Rate (used to determine mod terms)

Step Modification Rates

Step Modification Dates

Final Modification Rate

Modification Effective Date

Final Forbearance Amount

Ending Unpaid Principal Balance (at the end of the trial period)




Hardship Affidavit Information

Borrower First Name

Borrower Middle Name

Borrower Last Name

Borrower Date of Birth

Co-Borrower First Name

Co-Borrower Middle Name

Co-Borrower Last Name

Co-Borrower Date of Birth

Borrower Default Reason

Co-Borrower Default Reason

Borrower Ethnicity

Borrower Race

Borrower Sex

Borrower Info Not Provided

Co-Borrower Ethnicity

Co-Borrower Race

Co-Borrower Sex

Co-Borrower Info Not Provided






 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 51









 










EXHIBIT B




	 	 	 

	 


	 	






FNMA NPV Results

Date

De Minimis Test

Value No Mod

NPV Test

Error Code

Waterfall Test

Forbearance Flag

Value Mod

NPV Test Successful?




Hope for Homeowners (H4H)

H4H Lead Eligible?

H4H Offered?




Income

Verified Borrower Income Type

Verified Borrower Gross Income

Verified Borrower Net Income

Verified Borrower Rental Income

Verified Borrower Pension

Verified Borrower Alimony/Child Support

Verified Borrower Misc Amount

Verified Borrower Misc Type

Verified Borrower Checking Account

Verified Borrower Savings/Money Market Account

Verified Borrower 401K/ESOP/IRA/Keogh

Verified Borrower Stocks/Bonds/CD’s/Other

Verified Co-Borrower Income Type

Verified Co-Borrower Gross Income

Verified Co-Borrower Net Income

Verified Co-Borrower Rental Income

Verified Co-Borrower Pension

Verified Co-Borrower Alimony/Child Support

Verified Co-Borrower Misc Amount

Verified Co-Borrower Misc Type

Verified Co-Borrower Checking Account

Verified Co-Borrower Savings/Money Market Account

Verified Co-Borrower 401K/ESOP/IRA/Keogh

Verified Co-Borrower Stocks/Bonds/CD’s/Other

Stated Borrower Income Type

Stated Borrower Gross Income

Stated Borrower Net Income

Stated Borrower Rental Income

Stated Borrower Pension

Stated Borrower Alimony/Child Support

Stated Borrower Misc Amount

Stated Borrower Misc Type






 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”




Page 52









 










EXHIBIT B




	 	 	 

	 


	 	






Stated Borrower Checking Account

Stated Borrower Savings/Money Market Account

Stated Borrower 401K/ESOP/IRA/Keogh

Stated Borrower Stocks/Bonds/CD’s/Other

Stated Co-Borrower Income Type

Stated Co-Borrower Gross Income

Stated Co-Borrower Net Income

Stated Co-Borrower Rental Income

Stated Co-Borrower Pension

Stated Co-Borrower Alimony/Child Support

Stated Co-Borrower Misc Amount

Stated Co-Borrower Misc Type

Stated Co-Borrower Checking Account

Stated Co-Borrower Savings/Money Market Account

Stated Co-Borrower 401K/ESOP/IRA/Keogh

Stated Co-Borrower Stocks/Bonds/CD’s/Other




Expenses

First Lien Mortgage P&I

Other Mortgage(s)

Property Taxes

Home Owners Insurance

Home Owners Association

Mortgage Insurance

Car Payment (1)

Car Payment (2)

Auto Insurance

Charge Account (1)

Charge Account (2)

Charge Account (3)

Student Loan

Bank/Finance Loans

Medical Bills

Health Insurance

Child Care

Gas

Auto Maintenance

Public Trans

Gas (Natural/Propane)

Electric

Garbage P/U

Water & Sewer

Home Phone

Cell Phone

Cable TV

Home Maintenance

Food

Child Support

Alimony






 




	
	 © 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright laws of the United States. This material should not be released to any third party supplier without the Previous written approval Nationstar Mortgage LLC.”






Page 53











 






EXHIBIT B




	 	 	 

	 


	 	






Camper, Boat, Motorocycle

Personal/Life Insurance

Club/Union Dues

Religious Contributions

Dry Cleaning

Clothing

Entertainment

School Tuition

Rent Expense

Other Expenses



Appendix Data Requirements




	 	 	 	 	 
	Ref ID	 	Name of Data Point	 	Description
	1

	 	GSE Servicer Number
	 	The Fannie Mae or Freddie Mac unique Servicer identifier.
	 
	 	 	 	 
	2

	 	Servicer Loan Number
	 	The unique (for the lender) identifier assigned to the loan by the
lender that is servicing the loan.
	 
	 	 	 	 
	3

	 	HAMP Servicer Number
	 	A unique identifier assigned to each Servicer that is
participating in the HAMP program.
	 
	 	 	 	 
	4

	 	GSE Loan Number
	 	A unique identifier assigned to each loan by a GSE (Fannie or
Freddie).
	 
	 	 	 	 
	5

	 	Underlying Trust Identifier
	 	This is the shelf and series security identifier associated with
the underlying security. A shelf offering is an SEC provision
allowing an issuer to register a new issue security without
selling the entire issue at once. Additionally, this may be the
CUSIP identifier associated with the security. The CUSIP number
is the identification number assigned to a security by CUSIP
(Committee on Uniform Security Identification Procedures) for
trading.
	 
	 	 	 	 
	6

	 	Program Type/Campaign ID
	 	A new program type that will identify campaign types. The unique
identifier of a Loan Workout Campaign.
	 
	 	 	 	 
	7

	 	Investor Code
	 	Owner of the mortgage.
	 
	 	 	 	 
	8

	 	Borrower Last Name
	 	The last name of the Borrower. This is also known as the family
name or surname.
	 
	 	 	 	 
	9

	 	Borrower First Name
	 	First Name of the Borrower of record
	 
	 	 	 	 
	10

	 	Borrower Social Security Number
	 	The Social Security Number of the Borrower
	 
	 	 	 	 
	11

	 	Co-Borrower Last name
	 	Last Name of the co- Borrower of record
	 
	 	 	 	 
	12

	 	Co-Borrower First Name
	 	First Name of the co-Borrower of record
	 
	 	 	 	 
	13

	 	Co-Borrower Social Security Number
	 	The Social Security Number of the Co-borrower
	 
	 	 	 	 
	14

	 	Borrower Execution Date
	 	For trial loan submission, this is the date that the borrower
executed (signed) the trial documents if available. Otherwise it
is the date of the first payment (through check, wire, or credit
card).
For official loan submission, this is the date that the borrower
signed the official loan modification documents.
	 
	 	 	 	 
	15

	 	Submission Status
	 	Status of loan data being submitted.
	 
	 	 	 	 
	16

	 	Date of Original Note
	 	The date the mortgage note was signed.








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”



Page 54









 







EXHIBIT B




	 	 	 

	 


	 	






	 	 	 	 	 

	17

	 	Unpaid Principal Balance Before Modification
	 	The total principal amount outstanding as of the end of the month.
The UPB should not reflect any accounting based write-downs and
should only be reduced to zero when the loan has been liquidated
— either paid-in-full, charged-off, REO sold or Service
transferred (before modification)
	 
	 	 	 	 
	18

	 	Loan Mortgage Type Code
	 	The code that specifies the type of mortgage being applied for or
that has been granted.
	 
	 	 	 	 
	19

	 	Last Paid Installment Date Before Modification
	 	The due date of the last paid installment of the loan.
	 
	 	 	 	 
	20

	 	First Lien Indicator
	 	Indicates if loan is first lien.
	 
	 	 	 	 
	21

	 	Foreclosure Referral Date
	 	Provide the date that the mortgage was referred to an attorney for
the purpose of initiating foreclosure proceedings. This date
should reflect the referral date of currently active foreclosure
process. Loans cured from foreclosure should not have a referral
date.
	 
	 	 	 	 
	22

	 	Projected Foreclosure Sale Date
	 	Projected date for foreclosure sale of subject property
	 
	 	 	 	 
	23

	 	Hardship Reason Code
	 	Identifies the reason for the borrower’s hardship, on their
mortgage payment obligations.
	 
	 	 	 	 
	24

	 	Monthly Gross Income
	 	Total monthly income in dollars for all borrowers on the loan.
This is the gross income for all borrowers.
	 
	 	 	 	 
	25

	 	Monthly Debt Payments excluding PITIA
	 	Total amount of monthly debt payments excluding Principal,
Interest, Taxes, Insurance and Association Dues (PITIA)
	 
	 	 	 	 
	26

	 	NPV Date
	 	This is the date that the NPV model is run using stated income (or
verified income if available).
	 
	 	 	 	 
	27

	 	NPV Model Result Amount Pre-mod
	 	Net Present Value amount generated from the model before

modification
	 
	 	 	 	 
	28

	 	NPV Model Result Amount Post-mod
	 	Net Present Value amount generated from the model after

modification
	 
	 	 	 	 
	29

	 	Amortization Term Before Modification
	 	Represents the number of months on which installment payments are
based. Example: Balloon loans have a seven year life (Loan Term =
84) but a 30 year amortization period (Amortization Term = 360).
Installment payments are determined based on the 360 month
	 
	 	 	 	 
	30

	 	Interest Rate Before Modification
	 	The interest rate in the month prior to loan modification. Please
report as rounded to nearest 8th. (e.g. 4.125)
	 
	 	 	 	 
	31

	 	Principal and Interest Payment Before Modification
	 	The scheduled principal and interest amount in the month prior to
loan modification.
	 
	 	 	 	 
	32

	 	Escrow Payment Before Modification
	 	Report the escrow amount in the month prior to loan modification.
The amount of money that is collected from [added on to] the
regular monthly mortgage payment to cover periodic payments of
property taxes, private mortgage insurance and hazard insurance by
the servicer on behalf of the mortgagee. Depending on the mortgage
terms, this amount may or may not be collected. Generally, if the
down payment is less than 20%, then these amounts are collected by
the servicer.
	 
	 	 	 	 
	33

	 	Association Dues/Fees Before Modification
	 	Existing monthly payment for association dues/fees before

modification
	 
	 	 	 	 
	34

	 	Principal Payment
	 	Principal portion of the P&I remitted
	 
	 	 	 	 
	35

	 	Interest Payment
	 	Interest portion of the P&I
	 
	 	 	 	 
	36

	 	Principal Payment Owed or Not Reported
	 	If borrower has contributed any cash or amounts in suspense








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”




Page 55









 










EXHIBIT B




	 	 	 

	 


	 	






	 	 	 	 	 

	37

	 	Other Contributions
	 	If there are any amounts contributed by the borrower due to Hazard
Claims
	 
	 	 	 	 
	38

	 	Attorney Fees Not in Escrow
	 	Estimated legal fee not in escrow for advances capitalization and
liquidation expense calculation
	 
	 	 	 	 
	39

	 	Escrow Shortage for Advances
	 	Any Escrow advance amounts to be capitalized
	 
	 	 	 	 
	40

	 	Other Advances
	 	Other capitalized advance amounts excluding escrow. Example: field
inspections or title costs associated with recording the
modification.
	 
	 	 	 	 
	41

	 	Borrower Contributions
	 	If the borrower is contributing any amounts, they must be reported
here
	 
	 	 	 	 
	42

	 	Modified Loan Term-Officer Signature Date
	 	Servicer sign off at the officer level for the loan modification.
This is the date the servicer’s officer approved the loan
modification. This column will be populated for modification cases
that need reclassification. There is no conversion needed for
existing cases
	 
	 	 	 	 
	43

	 	Disbursement Forgiven
	 	If there are any Forgiven disbursement for advances capitalization
	 
	 	 	 	 
	44

	 	Monthly Housing Expense Before Modification
	 	The dollar amount per month of the borrowers housing expense of
the subject property before modification .May be used for their
primary residence. This must be Principal, Interest, Taxes,
Insurance and Association Dues (PITIA).
	 
	 	 	 	 
	45

	 	Delinquent Interest
	 	Delinquent interest for interest capitalization. It is the amount
of delinquent interest from the delinquent loan’s LPI date to the
workout execution date.
	 
	 	 	 	 
	46

	 	Interest Owed Or Payment Not Reported
	 	If there is Interest owed/received but not reported for interest
capitalization, this field must be populated.
	 
	 	 	 	 
	47

	 	Servicing Fee Percent, After Modification
	 	Percentage of servicing Fee after loan modification ( e.g. 0.25)
	 
	 	 	 	 
	48

	 	Product Before Modification
	 	The mortgage product of the loan, before the modification.
	 
	 	 	 	 
	49

	 	Maturity Date Before Modification
	 	The date on which the mortgage obligation is scheduled to be paid
off, according to the mortgage note. Maturity Date is commonly
called Balloon Date for balloon loans, for which scheduled
amortization does not pay off the balance of the loan, so that
there is a final, large “balloon” payment at the end.
	 
	 	 	 	 
	50

	 	Remaining Term Before Modification
	 	The remaining number of months until the loan will be paid off,
assuming that scheduled payments are made. This will equal lesser
of 1. the number of months until the actual balance of the loan
will amortize to zero; or 2. the number of months difference
between the LPI date and the Maturity Date.
	 
	 	 	 	 
	51

	 	Front Ratio Before Modification
	 	The refreshed Front-end DTI (Principal, Interest, Taxes, Insurance
and Association Dues (PITIA)) housing ratio.
	 
	 	 	 	 
	52

	 	Back Ratio Before Modification
	 	Percentage of borrower’s PITIA plus debts to income ratio.
Borrower Total Debt To Income Ratio Percent. The monthly expenses
divided by the total monthly income for the Borrower. (e.g. 30.25)
	 
	 	 	 	 
	53

	 	Principal and Interest Payment at 31% DTI
	 	Principal and Interest payable for a 31% Debt to Income ratio
	 
	 	 	 	 
	54

	 	Principal and Interest Payment at 38% DTI
	 	Principal and Interest payable for a 38% Debt to Income ratio
	 
	 	 	 	 
	55

	 	Property Number of Units
	 	Number of units in subject property (Valid values are 1, 2, 3 or 4)
	 
	 	 	 	 
	56

	 	Property Street Address
	 	The street address of the subject property








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”




Page 56









 








EXHIBIT B




	 	 	 

	 


	 	






	 	 	 	 	 

	57

	 	Property City
	 	The name of the city where the subject property is located.
	 
	 	 	 	 
	58

	 	Property State
	 	The 2-character postal abbreviation of the state, province, or
region of the subject property.
	 
	 	 	 	 
	59

	 	Property Zip Code
	 	The code designated by the postal service to direct the delivery
of physical mail or which corresponds to a physical location. In
the USA, this can take either a 5 digit form (ZIP Code) or a
9-digit form (ZIP + 4).
	 
	 	 	 	 
	60

	 	Property Valuation Method
	 	Type of value analysis.
	 
	 	 	 	 
	61

	 	Property Valuation Date
	 	The date the property value analysis was performed.
	 
	 	 	 	 
	62

	 	Property Valuation As is Value
	 	Property as-is value determined by the property valuation
	 
	 	 	 	 
	63

	 	Property Condition Code
	 	A code denoting the condition of the subject property.
	 
	 	 	 	 
	64

	 	Property Occupancy Status Code
	 	A code identifying the occupancy by the borrower of the subject
property.
	 
	 	 	 	 
	65

	 	Property Usage Type Code
	 	A code identifying the intended use by the borrower of the
property.
	 
	 	 	 	 
	66

	 	Modification Effective Date
	 	For Trial, this is the anticipated Modification Effective Date of
the official loan modification. This is the first day of the month
following the month when the last trial payment is due. For
Official, this is the actual Modification Effective Date of the
official loan modification. This is the first day of the month
following the month when the last trial payment is due. The
Modification Effective Date on the official loan submission must
be less than the submission date.
	 
	 	 	 	 
	67

	 	Product After Modification
	 	The mortgage product of the loan, after the modification
(Allowable values are Fixed or Step).
	 
	 	 	 	 
	68

	 	Amortization Term After Modification
	 	The number of months used to calculate the periodic payments of
both principal and interest that will be sufficient to retire a
mortgage obligation.
	 
	 	 	 	 
	69

	 	Unpaid Principal Balance After Modification
	 	The unpaid principal balance of a loan after the loan
modification. The unpaid principal balance after modification
excludes any applicable forbearance amount and can also be
referred to as Net UPB Amount.
	 
	 	 	 	 
	70

	 	Last Paid Installment Date After Modification
	 	For Trial, this is the anticipated LPI Date after modification. It
should be one month before the anticipated Modification Effective
Date. For Official, This is the actual LPI Date after
Modification. It must be one month before the Modification
Effective Date.
	 
	 	 	 	 
	71

	 	Interest Rate After Modification
	 	The interest rate in the month after loan modification.
	 
	 	 	 	 
	72

	 	Interest Rate Lock Date for Modification
	 	The date that the rate lock was applied — in reference to
modification of loan terms
	 
	 	 	 	 
	73

	 	First Payment Due Date After Modification
	 	For Trial Loan Submission, this is a projection of the first
payment due date after modification. First Payment Due Date After
Modification should be the same as the anticipated Modification
Effective Date.
For Official Loan Submission , this is the actual first payment
due date.
First Payment Due Date After
Modification should be the same as the
actual Modification Effective Date.








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”




Page 57









 







EXHIBIT B





	 	 	 

	 


	 	






	 	 	 	 	 

	74

	 	Principal and Interest Payment After Modification
	 	The P&I amount after modification
	 
	 	 	 	 
	75

	 	Escrow Payment After Modification
	 	Existing monthly payment to escrow-after modification
	 
	 	 	 	 
	76

	 	Monthly Housing Expense After Modification
	 	The dollar amount per month of the borrowers housing expense of
the subject property after modification .May be used for their
primary residence. This must be Principal, Interest, Taxes,
Insurance and Association Dues (PITIA).
	 
	 	 	 	 
	77

	 	Maturity Date After Modification
	 	The maturity date of the loan after modification
	 
	 	 	 	 
	78

	 	Principal Forbearance Amount
	 	The total amount in dollars of the principal that was deferred
through loss mitigation.
	 
	 	 	 	 
	79

	 	Term After Modification
	 	The remaining number of months until the loan will be paid off,
assuming that scheduled payments are made. This will equal lesser
of 1. the number of months until the actual balance of the loan
will amortize to zero; or 2. the number of months difference
between the LPI date and the Maturity Date. In this case, the
Maturity Date is the Maturity Date after the modification and may
be different from the original Maturity Date (before the
modification).
	 
	 	 	 	 
	80

	 	Front Ratio After Modification
	 	Percentage of borrower’s PITIA to income ratio
	 
	 	 	 	 
	81

	 	Back Ratio After Modification
	 	Percentage of borrower’s PITIA plus debts to income ratio
	 
	 	 	 	 
	82

	 	Principal Write-down (Forgiveness)
	 	Amount of principal written-down or forgiven
	 
	 	 	 	 
	83

	 	Paydown or Payoff of Subordinate Liens
	 	Have subordinate liens been paid off or paid down?
	 
	 	 	 	 
	84

	 	Paydown or Payoff of Subordinate Liens Amount
	 	Amount of paydown or payoff of subordinate liens
	 
	 	 	 	 
	85

	 	Action Code
	 	A code reported by the lender to update the loan that indicates
the action that occurred during the reporting period
	 
	 	 	 	 
	86

	 	Action Code Date
	 	The effective date of the action associated with the action code
specified on the incoming LPC Transaction by the Servicer. The
action date is required for certain action codes.
	 
	 	 	 	 
	87

	 	Max Interest Rate After Modification
	 	Interest rate cap for the loan.
	 
	 	 	 	 
	88

	 	Trial Payment Number
	 	The number of the trial payment being reported. The code that is
used to define a single payment number that will be one of a
series of payments that together will complete a loan trial
payment period.
	 
	 	 	 	 
	89

	 	Trial Payment Received Amount
	 	The actual dollar amount of the payment received from the borrower
to the servicer for the trial payment.
	 
	 	 	 	 
	90

	 	Trial Payment Posted Date
	 	The date the payment was posted during the Trial period
	 
	 	 	 	 
	91

	 	1st Trial Payment Due Date
	 	This is the date that the first trial payment is due. It is also
the trial modification effective date. This date must be less than
the trial loan submission date.
	 
	 	 	 	 
	92

	 	1st Trial Payment Posted Date
	 	The date the first payment posted during the Trial period
	 
	 	 	 	 
	93

	 	1st Trial Payment Received Amount
	 	This is the actual amount of the Payment received from the
Borrower to the Servicer for the 1st Trial payment.
	 
	 	 	 	 
	94

	 	Length of Trial Period
	 	The length of the trial period
	 
	 	 	 	 
	95

	 	Step — Interest Rate Step Number
	 	The sequence is used to uniquely identify and order Loan Interest
Rate Adjustment schedule records specific to the loans step rate
schedule.
	 
	 	 	 	 
	96

	 	Step — Payment Effective Date
	 	The date the payment will be effective.
	 
	 	 	 	 
	97

	 	Step — Note Rate
	 	The interest rate in the month after loan modification.








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”




Page 58









 







EXHIBIT B





	 	 	 

	 


	 	






	 	 	 	 	 

	98

	 	Step — New Interest Rate — Step Duration
	 	After modification step duration in months. If this step is the
last step and will be the rate and payment effective for the life
of the loan, then duration is not required.
	 
	 	 	 	 
	99

	 	Step — Principal and Interest Payment
	 	P&I Amount — The amount of the principal and/or interest payment
due on the loan for each installment, beginning on the effective
date.
	 
	 	 	 	 
	100

	 	Servicer TARP Contract Number
	 	Servicer contract number with Treasury (TARP)
	 
	 	 	 	 
	101

	 	Fee Cap at Servicer Level
	 	Max amount that will be paid to Servicer for loan modification
	 
	 	 	 	 
	102

	 	Servicer Primary Contact First Name
	 	The first name of the Person.
	 
	 	 	 	 
	103

	 	Servicer Primary Contact Last Name
	 	The last name of the Person.
	 
	 	 	 	 
	104

	 	Servicer Primary Contact Phone Number
	 	The entire sequence of digits required to initiate a call from a
standard phone to this number. It should include the area code
or, for overseas numbers, the full country and city codes as they
would be dialed.
	 
	 	 	 	 
	105

	 	Servicer Primary Contact Email
	 	Servicer contact email address
	 
	 	 	 	 
	106

	 	Servicer Secondary Contact First Name
	 	The first name of the Person.
	 
	 	 	 	 
	107

	 	Servicer Secondary Contact Last Name
	 	The last name of the Person.
	 
	 	 	 	 
	108

	 	Servicer Secondary Contact Phone Number
	 	The entire sequence of digits required to initiate a call from a
standard phone to this number. It should include the area code
or, for overseas numbers, the full country and city codes as they
would be dialed.
	 
	 	 	 	 
	109

	 	Servicer Secondary Contact Email
	 	Servicer contact email address
	 
	 	 	 	 
	110

	 	Servicer Street Address Line 1
	 	The street address that denotes the location where mail is
delivered for the Servicer.
	 
	 	 	 	 
	111

	 	Servicer City Name
	 	The name of the city to which physical mail is directed for the
Servicer.
	 
	 	 	 	 
	112

	 	Servicer State
	 	The 2-character postal abbreviation of the state, province, or
region to which physical mail is directed or which corresponds to
a physical location.
	 
	 	 	 	 
	113

	 	Servicer Postal Code
	 	The code designated by the postal service to direct the delivery
of physical mail or which corresponds to a physical location. In
the USA, this can take either a 5 digit form (ZIP Code) or a
9-digit form (ZIP + 4).
	 
	 	 	 	 
	114

	 	Servicer Technical Point of Contact Name
	 	Person we can contact at servicer to set up B2B interactions
	 
	 	 	 	 
	115

	 	Servicer Technical Point of Contact Email
	 	Email address of servicer technical point of contact.
	 
	 	 	 	 
	116

	 	Servicer Technical Point of Contact Phone
	 	Phone number of servicer technical point of contact
	 
	 	 	 	 
	117

	 	Servicer Data Return URL
	 	URL to which we will connect to send data and reports directly to
the servicer. For example https://servicer.com/prevention
	 
	 	 	 	 
	118

	 	Servicer Data Return Port Number
	 	Port number associated with the URL
	 
	 	 	 	 
	119

	 	Servicer Data Exchange Protocol
	 	B2B protocol to be used to exchange data with a servicer. Must be
one of the following: AS2, Connect:Direct, or SFTP.
	 
	 	 	 	 
	120

	 	Disbursement Type
	 	This describes the bank account type to which the disbursements
will be paid








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”




Page 59









 








EXHIBIT B




	 	 	 

	 


	 	






	 	 	 	 	 

	121

	 	Servicer Routing (ABA) Number
	 	The transit number devised by the American Bankers Association
(ABA). A routing transit number (RTN) or ABA number is a nine
digit code, used in the United States, which for instance appears
on the bottom of negotiable instruments such as checks that
identifies which financial institution it is drawn upon.-WIRE
Transfer
	 
	 	 	 	 
	122

	 	Servicer Bank Account Number
	 	A bank account is a monetary account with a banking institution
recording the balance of money for a customer.-Wire Transfer
	 
	 	 	 	 
	123

	 	Servicer Bank Name
	 	The name of the bank that receives the funds.
	 
	 	 	 	 
	124

	 	Servicer Bank Street Address Line 1
	 	The unparsed street address that denotes the location where mail
is delivered.
	 
	 	 	 	 
	125

	 	Servicer Bank City Name
	 	The name of the city to which physical mail is directed.
	 
	 	 	 	 
	126

	 	Servicer Bank State
	 	The 2-character postal abbreviation of the state, province, or
region to which physical mail is directed or which corresponds to
a physical location.
	 
	 	 	 	 
	127

	 	Servicer Bank Postal Code
	 	The code designated by the postal service to direct the delivery
of physical mail or which corresponds to a physical location. In
the USA, this can take either a 5 digit form (ZIP Code) or a
9-digit form (ZIP + 4).








 




	
	© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”






Page 60











 




EXHIBIT B




	 	 	 

	 


	 	






HAFA Requirements



The Previous Servicer must provide HAFA document and data requirements as posted in Supplemental
Directive 09-09 on March 26, 2010.



A copy of each executed document must be provided based on document requirements outlined under
section ‘Records and Files’. An electronic report in Excel format is required for each report
defined in this section. Each report in this section should be delivered as defined under Delivery
of Final Loan Level Data & Reports.



Data Elements Required for HAFA Loans





	1.	 	Reporting based on HAFA letter being sent on a loan.






	 	•	 	Each loan that did meet HAMP eligibility but did not fulfill HAMP obligations
	 
	 	•	 	Reason code/reason for HAMP fall out
	 
	 	•	 	Date Letter Sent
	 
	 	•	 	Type of HAFA Letter Sent (e.g. Solicitation Letter or SSA, RASS, ALT Rass, or DIL
agreement)
	 
	 	•	 	If postpone foreclosure for the 14 day solicitation letter, need date foreclosure
postponed






	2.	 	Reporting based on response to HAFA letter.






	 	•	 	Each loan that responded to the letter
	 
	 	•	 	Date responded to letter
	 
	 	•	 	Which alternative borrower agreed to fulfill (short sale and/or deed-in-lieu)
	 
	 	•	 	Executed documents received by Servicer(Y/N Flag)
	 
	 	•	 	Status of Request (e.g. Talked to borrower about alternatives, borrower is interested
and documents sent but not received, documents sent by servicer, executed documents in
mail, etc...)
	 
	 	•	 	Date foreclosure was postponed
	 
	 	•	 	Any completed request for Approval of Short Sale (RASS) or Alt Request for Approval of
Short Sale (Alt Rass)






	3.	 	Treasury Reporting Requirements





	 	 	 
	Logical Data Element	 	Description
	HAMP Registration Number

	 	The unique identifier for the servicer

participating in the HAMP program
	 
	 	 
	HAMP Servicer Number

	 	A unique identifier assigned to each
servicer that is participating in the HAMP
program
	 
	 	 
	Servicer Loan Number

	 	The unique identifier assigned to the loan
by the lender that is servicing the loan for
the first lien





 




© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”





Page 61









 








EXHIBIT B




	 	 	 

	 


	 	






	 	 	 

	GSE Servicer Number

	 	The Fannie Mae or Freddie Mac unique

servicer identifier
	 
	 	 
	GSE Loan Number

	 	A unique identifier assigned to each loan
by a GSE
	 
	 	 
	Investor Code

	 	Owner of the Mortgage
	 
	 	 
	Borrower Last Name
	 	 
	 
	 	 
	Borrower First Name
	 	 
	 
	 	 
	Borrower SSN
	 	 
	 
	 	 
	Co-Borrower Last name
	 	 
	 
	 	 
	Co-Borrower First Name
	 	 
	 
	 	 
	Co-Borrower SSN
	 	 
	 
	 	 
	Program Type/Campaign ID

	 	A new program type that will identify
campaign types. The unique identifier of a
Loan Workout Campaign.
	 
	 	 
	Submission Status

	 	Status of loan data being submitted
	 
	 	 
	Property Street Address
	 	 
	 
	 	 
	Property City
	 	 
	 
	 	 
	Property State
	 	 
	 
	 	 
	Property Zip Code
	 	 
	 
	 	 
	Date of original Note
	 	 
	 
	 	 
	Front Ratio Before 

Modification

	 	The front-end DTI (principal, interest,
taxes, insurance and association dues)
housing ratio as of the HAMP modification
evaluation.
	 
	 	 
	Property usage type code

	 	A code identifying the use by the borrower
of the property
	 
	 	 
	Loan Status type code

	 	A code specifying whether the loan is in
default, imminent default, or current status
as of the HAMP modification evaluation.
	 
	 	 
	Borrower execution date

	 	This is the date that the borrower signed
the SPO agreement or DIL agreement
	 
	 	 
	Agreement issue Date

	 	This is the date that the SPO agreement or
the DIL agreement was issued
	 
	 	 
	agreement experiation date

	 	The expiration date of the SPO agreement or
DIL agreement.





 





© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”






Page 62









 









EXHIBIT B




	 	 	 

	 


	 	






	 	 	 

	SPO or DIL reason code

	 	A field identifying the reason for the borrower entering into a SPO or DIL
transaction
	 
	 	 
	SPO or DIL Reason date

	 	For loans that do not qualify for a HAMP
trial modification or the borrower declines
a mod, this is the date that a trial mod was
not offered to the borrower or was not
accepted by the borrower. For a borrower
who did not successfullly complete a trial p
	 
	 	 
	Property List Price

	 	At notification this is the original list
price of the property. At extension or
correction, it is the latest list price of
the property as of the extension or
correction. At loan set up, it is the ending
list price of the property as of the
transaction
	 
	 	 
	Property Vacancy Date

	 	The SPO agreement or DIL agreement will
state the date by which the property must be
cacated, which in no event will be less than
30 calendar days from expeiration day of the
SPO agreement (or any exstension thereof) or
the date of a separate DIL agreement
	 
	 	 
	Minimum net return to
investor amount

	 	The mimimum net return is the minimum
acceptable net proceeds that the investor
will accept from the transaction. The
minimum net return must be reported as a
dollar amount.
	 
	 	 
	Mortgage insurance waiver 

approval indicator

	 	For loans with MI coverage, this attribute
indicates whether the MI provided
delegations of authority to execute a SPO or
DIL in accordance with the forreclosure
alternative guidelines and waives any right
to collect additional sums from the
borrower.





 





© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”




Page 63









 








EXHIBIT B




	 	 	 

	 


	 	






	 	 	 

	UPB amount

	 	The UPB of a loan as of the time of the SPO
or DIL
	 
	 	 
	Property sale or 

transaction amount

	 	The sale or transfer price of the property.
	 
	 	 
	Total Allowable Costs

	 	The total allowable costs associated with
selling the property that can be deducted
from the gross sale price at closing.
Allowable costs may include subordinate lien
release amount, borrower relocation
assistance, sales commission, closing costs
for tax
	 
	 	 
	Transaction Closing Date

	 	the date on which the SPO or DIL transaction
is closed
	 
	 	 
	Subordinate Lien release 

reimbursement amount

	 	The total amount of reimbursement paid by
the ser4vicer to subordinate lien holder to
secure release of subordinate lien. This
amount may not exceed $3000
	 
	 	 
	SPO or DIL cancellation 

reason code

	 	A field indicating the reason why a SPO or
DIL transaction was cancelled.





 





© 2008 Nationstar Mortgage LLC. “The information within this document is confidential and provided solely for the internal use of
Nationstar Mortgage LLC. This document is an intellectual property of Nationstar Mortgage LLC, and is protected under copyright
laws of the United States. This material should not be released to any third party supplier without the Previous written approval
Nationstar Mortgage LLC.”












Page 64









 








EXHIBIT C




[RESERVED]



 









 





EXHIBIT D




PRICING SCHEDULE



 









 





Exhibit D




Nationstar Special Servicing Pricing — American General




	 	 	 	 	 	 	 	 	 
	Pricing	 	 	 	Description
	 

	 	Base Fee
	 	•
	 	Loans less than 30 days delinquent
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	•
	 	Loans 30-59 days delinquent
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	•
	 	Loans 60-89 days delinquent
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	•
	 	Loans >= 90 days delinquent
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	Boarding Fee
	 	•
	 	Fee + actual out of pocket expenses (tax, flood, mers, assignments)
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	DeBoarding Fee
	 	•
	 	Fee + actual out of pocket expenses (shipping, tax, flood, mers,
assignments, etc)
	 	[*]0-12 mos[*]>
12 mos
	 
	 	 	 	 	 	 	 	 
	 

	 	Collections/Loss Mitigation Incentives:
	 	 	 	If Opting into Treasury MHA Program
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Qualified Modifications
	 	•
	 	Payable to subservicer under Federal Program Workout Activity	 	 
	 
	 	 	 	 	 	 	 	 
	•

	 	Qualified Short Sales
	 	•
	 	Payable to subservicer under Federal Program Workout Activity	 	 
	 
	 	 	 	 	 	 	 	 
	•

	 	Qualified Deed in Lieus
	 	•
	 	Payable to subservicer under Federal Program Workout Activity	 	 
	 
	 	 	 	 	 	 	 	 
	•

	 	Qualified H4H
	 	•
	 	Payable to subservicer under Federal Program Workout Activity	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Collection/Loss Mitigation Incentives:
	 	 	 	Eligible for accounts greater than or equal to 60 days delinquent - Non Treasury MHA:
	 	Incentive Fee:
	 
	 	 	 	 	 	 	 	 
	•

	 	Reinstatement via lump-sum or

repayment plan
	 	•
	 	Full reinstatement of all past due amounts as a result of
collections, loss mitigation or other negotiation methods
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Paid in full
	 	•
	 	Pay-off of all amounts due under the then existing note terms as a
result of collections, loss mitigation or other negotiation
methods
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Third Party Sales
	 	•
	 	Asset sold to third party at foreclosure sale
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Redemption
	 	•
	 	Borrwer exercises right of redemption according to state specific
guideline
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Deed-in-Lieu
	 	•
	 	Property deeded over to Asset owner
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Short Sales
	 	•
	 	Receipt of funds pursuant to client approved plan
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Note Sales
	 	•
	 	Receipt of funds pursuant to client approved plan
	 	[*]
	 
	 	 	 	 	 	 	 	 






 




*       
[Confidential treatment requested]



 









 






	 	 	 	 	 	 	 	 	 
	Pricing	 	 	 	Description
	•

	 	Modifications — < 60 Days Delinquent
	 	•
	 	Receipt of funds pursuant to client approved modification;
requires AmGen pre-approval
	 	[*]
	 
	 	 	 	 	 	 	 	 
	•

	 	Modifications — 60+ Days Delinquent
	 	•
	 	Receipt of funds pursuant to client approved modification
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	REO Sale Fee
	 	 	 	Liquidation of REO Asset
	 	Incentive Fee:
	 
	 	 	 	 	 	 	 	 
	•

	 	Referral Fee
	 	•
	 	HSSS will negotiate and earn a referral fee of 1% or $1,250 from
the real estate transaction
	 	[*]
	 
	 	 	 	 	 	 	 	 
	 

	 	Recovery Incentive
	 	•
	 	Collection of charged-off deficiency balance
	 	[*]
	 
	 	 	 	 	 	 	 	 
	delinquencies are reflected using MBA delinquency method	 	 	 	 






 





*       
[Confidential treatment requested]



 









 






EXHIBIT E




[RESERVED]



 









 





EXHIBIT F




TAX AND FLOOD LIST OF PREFERRED VENDORS



 









 





EXHIBIT F




Tax and Flood List of Preferred Vendors


First American Real Estate Tax Service, LLC (Tax)



First American Flood Data Services, a division of First American Real Estate Solutions of Texas,
L.P. (Flood)










 









 








EXHIBIT G-1 and EXHIBIT G-2




MONTHLY AND DAILY REPORTS AND FILES




 











 





EXHIBIT G1 and EXHIBIT G2




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Expected Delivery	 	 	 	 
	G-1 Monthly Reports	 	 	 	Time (CST)	 	Report Group	 	AGF Report Names
	Appendix A HAMP INITIAL LOAN SETUP DATA — Split by
Securitizations & Unencumbered

	 	Existing
	 	8:00 am (2)
	 	BI
	 	Hamp
	 
	 	 	 	 	 	 	 	 
	Appendix B HAMP LOAN TRIAL PERIOD PAYMENTS — Split
by Securitizations & Unencumbered

	 	Existing
	 	8:00 am (2)
	 	BI
	 	Hamp
	 
	 	 	 	 	 	 	 	 
	Appendix C HAMP LOAN SETUP DATA FOR OFFICIAL MOD -
Split by Securitizations & Unencumbered

	 	Existing
	 	8:00 am (2)
	 	BI
	 	Hamp
	 
	 	 	 	 	 	 	 	 
	Appendix D HAMP LOAN PAYMENTS FOR OFFICIAL MODS -
Split by Securitizations & Unencumbered

	 	Existing
	 	8:00 am (2)
	 	BI
	 	Hamp
	 
	 	 	 	 	 	 	 	 
	HAMP Master Recon

	 	New
	 	Midnight (3)
	 	BI
	 	Hamp Master Recon File
	 
	 	 	 	 	 	 	 	 
	SR410UR-02 TRIAL BALANCE

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	P139
	 
	 	 	 	 	 	 	 	 
	SR410UR-03 CUTOFF TRANSACTION JOURNAL

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	S215
	 
	 	 	 	 	 	 	 	 
	SR410UR-05 CURTAILMENTS / PREPAYMENTS

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	S213 and S212
	 
	 	 	 	 	 	 	 	 
	SR410UR-06 LOANS REMOVED

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	S214
	 
	 	 	 	 	 	 	 	 
	SRV120C-01 MONTHLY ACCRUED INTEREST

	 	New
	 	8:00 am (1)
	 	LSAMS
	 	New — Mortgage accruals
	 
	 	 	 	 	 	 	 	 
	SRV126C-01 ACCRUED INTEREST TRIAL BALANCE

	 	New
	 	8:00 am (1)
	 	LSAMS
	 	S2TT and T3TQ
	 
	 	 	 	 	 	 	 	 
	IR Reporting Package with Latitude Reports

	 	Existing
	 	Midnight (2)
	 	Investor Reporting
	 	IR reports/latitude -
P4CG, P4CQ and Escrow
Advances. Must contain a
new Daily Remittance Tie
Out Report and HAMP Cash
Recon.
	 
	 	 	 	 	 	 	 	 
	Custom File

	 	New
	 	6:00 am (1)
	 	BI
	 	Custom
	 
	 	 	 	 	 	 	 	 
	LPMA File For 2010-1 Portfolio

	 	New
	 	Midnight (3)
	 	BI
	 	12 Oversight Reports
	 
	 	 	 	 	 	 	 	 
	Securitization remittance files for 2010-1 and 2006-1

	 	New
	 	Midnight (3)
	 	BI & Investor Reporting
	 	Remittance 06 & 10 deal
	 
	 	 	 	 	 	 	 	 
	Monthly modification data file for 

2010-1

	 	New
	 	Midnight (3)
	 	BI & Investor Reporting
	 	Compliment for 2010

securitization remittance
	 
	 	 	 	 	 	 	 	 
	REO Monthly Client Package

	 	New
	 	Midnight (3)
	 	BI & Investor Reporting
	 	LPS Monthly Client Package
	 
	 	 	 	 	 	 	 	 
	Annual LSAM’s Masterfile Extract for 2010-1

	 	New
	 	Midnight (4)
	 	BI & Investor Reporting
	 	Oversight Report






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Expected Delivery	 	 	 	 
	G-2 Daily Reports	 	Time (CST)	 	Report Group	 	AGF Report Names
	SRV105C-01 LOAN TRANSFER REPORT

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	P129 and P130
	 
	 	 	 	 	 	 	 	 
	SRV111C-01 ACCRUED INTEREST REPORT

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	S2TT
	 
	 	 	 	 	 	 	 	 
	SRV403C INVESTOR REMITTANCE DAILY PAYOFF REPORT

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	P110
	 
	 	 	 	 	 	 	 	 
	SRV511C-01 DAILY TRANSACTION JOURNAL

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	P102 and HELOC Advances
	 
	 	 	 	 	 	 	 	 
	SRV583AR-01 DETAIL MORTGAGE TRIAL BALANCE

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	P181 detail
	 
	 	 	 	 	 	 	 	 
	SRV583AR-02 SUMMARY MORTGAGE TRIAL BALANCE

	 	Existing
	 	8:00 am (1)
	 	LSAMS
	 	P181 summary
	 
	 	 	 	 	 	 	 	 
	LPMA Portfolio Oversight Files for Total Portfolio

	 	Existing
	 	6:00 am (1)
	 	BI
	 	Oversight
	 
	 	 	 	 	 	 	 	 
	Custom File

	 	New
	 	6:00 am (1)
	 	BI
	 	Custom
	 
	 	 	 	 	 	 	 	 
	Daily ACCRUED INTEREST

	 	New
	 	6:00 am (1)
	 	BI
	 	New “SRV120 Daily Like”
	 
	 	 	 	 	 	 	 	 
	REO Reporting Detail

	 	New
	 	6:00 am (1)
	 	BI
	 	REO
	 
	 	 	 	 	 	 	 	 
	HELOC Reporting Detail

	 	New
	 	6:00 am (1)
	 	BI
	 	FM’s, Applied/unapplied
and trend report








 





			
	 (1)	 	 Delivered Tuesday through Saturday, except company holidays, or in more general
terms — available the morning following ENDDAY, if month end falls on a Saturday or
Sunday and additional ENDDAY is ran — reports would be provided the next morning;
Delivery method = SFTP
	 
	 (2)	 	

Delivered by the end of business on the 3rd business day of the month.
Delivery method = secure email

	 
	 (3)	 	
 Delivered by the end of business on the 5th calendar day of the month.
Delivery method = secure email
	 
	 (4)	 	
 Delivered annually by the end of business on the 5th calendar day of April.
Delivery method = secure email. Starting April 2011.





 









 






EXHIBIT H




SECURITY ASSESSMENT



 









 





EXHIBIT H — Security Assessment — Nationstar



The AGFS Security Office has completed a review of Nationstar Security Assessment Questionnaire responses and conducted an onsite
assessment for physical and information security on December 8, 2010. Based on the observations from the review, the Security Office has
concluded that the following actions are required within the next 12 months.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date
	Number	 	Control Category	 	Issue Description	 	Remediation Required	 	Remediated
	1	 	Access Controls	 	a) Sufficient
controls are not
currently in place
to ensure that
access to premises
and systems by
terminated
employees is
revoked in a timely
fashion. The
following action
items must be
completed.	 	a) Implement controls to integrate the termination process across
HR, management, and IT / Security to provide timely removal of
physical and logical user access rights for all terminated
employees. Termination processing should be weekly at a minimum.
Application and system access should be recertified by management
on an annual basis at minimum.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	b) Contractors are
currently not
reviewed for access
termination	 	b) Implement a formal review / recertification process for
contractors. Review and renewal of access rights should be
performed by management on a quarterly interval at minimum.	 	 
	 
	 	 	 	 	 	 	 	 
	2	 	Access Controls	 	Personally
identifiable
information (PII)
is not
comprehensively
scrubbed in test /
development
environments.	 	All sensitive data in test / development should be scrubbed.	 	 
	 
	 	 	 	 	 	 	 	 
	3	 	Access Controls	 	Currently,
Nationstar
technical staff
have open access to
production data	 	Access to production data by technical support staff should only
be granted upon appropriate management approval, limited in scope
to the specified purpose, and revoked when no longer justified.
Access to production data should be reviewed and recertified
quarterly.	 	 
	 
	 	 	 	 	 	 	 	 
	4	 	Access Controls	 	All developers have
read / update
access to all
source code.	 	Access to source code for each application should be restricted
to only those employees assigned to an application. A formal
process for approvals and promotion of changes from development
to separate and controlled QA and production environments should
be implemented.	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date
	Number	 	Control Category	 	Issue Description	 	Remediation Required	 	Remediated
	5	 	Network Security

Controls	 	The Nationstar
network is
protected by a
single Nokia
Checkpoint firewall
and configured with
2 zones, core and
external DMZ. A
project is in place
to create an
additional DMZ zone
to house the
ecommerce
application
servers. The plan
is to utilize the
existing firewall
for the new zone in
addition to the
current zone in
place. Completion
is scheduled for
end of January
2011. While this
offers greater
protection and
controls than
currently in place,
a vulnerability
exploit in the
Nokia Checkpoint
would expose
Nationstar to data
compromise within
both DMZ’s and the
core.	 	A second firewall from another vendor should be implemented to
strengthen protection of sensitive data.	 	 
	 
	 	 	 	 	 	 	 	 
	6	 	Network Security

Controls	 	Remote access by
employees is
allowed through the
Nationstar VPN from
non-company owned
devices with no
checks for patch
levels, virus
scanning, or
firewall. Dual
factor
authentication is
not deployed.	 	Deploy dual factor authentication for remote users. Implement
remote device scanning and block utilization of devices that do
not meet minimum security requirements for antivirus, firewall,
and operating system patch levels.	 	 
	 
	 	 	 	 	 	 	 	 
	7	 	Policy/Governance	 	Application updates
for Remedy are
currently released
on an ad hoc basis
as updates become
available.
Consistent change
management controls
are not in place
for all
applications.	 	Change management processes for all applications need to be
formalized to scheduled, controlled release cycles and
incorporate a formal QA process.	 	 
	 
	 	 	 	 	 	 	 	 
	8	 	Policy/Governance	 	Use of USB devices
for removable media
is permitted by
exception approval
only. Although a
corporate,
encrypted thumb
drive is issued,
there is no
facility to prevent
approved employees
from using their
own non-company
devices.	 	Policy should be clearly defined and protection should be
deployed to limit USB devices to company-issued only.	 	 
	 
	 	 	 	 	 	 	 	 
	9	 	Policy/Governance	 	No retention policy
for personally
identifiable
information (PII)
or business
confidential data
is currently
defined and
documented.	 	A policy governing retention guidelines should be created and
enforced.	 	 
	 
	 	 	 	 	 	 	 	 
	10	 	Policy/Governance	 	Passwords are not
allowed to repeat
within the last 5
passwords used.	 	Increase the threshold on re-use of passwords to prevent
repeating within the last 12 passwords used.	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date
	Number	 	Control Category	 	Issue Description	 	Remediation Required	 	Remediated
	11	 	Policy/Governance	 	Data owners are not
currently
identified to
approve creation,
access rights, or
classification of
data groups. No
formal process
exists for
classification of
data, structured or
un-structured.
Policies and
procedures are
defined but
execution is ad
hoc.	 	Ownership of data groups should be documented and a formal
process established to classify company and customer confidential
(sensitive) data. Formal processes for new data group creation,
annual review, and recertification of access to sensitive data
should be implemented.	 	 
	 
	 	 	 	 	 	 	 	 
	12	 	Disaster

Recovery/Business

Continuity	 	BIA’s have not been
completed with the
business areas.
Business Continuity
is not currently
integrated into the
disaster recovery
testing process to
ensure that all
business critical
applications and
resources are
included and
successfully tested
on an annual basis.	 	Complete BIA’s for all critical business areas. Document business
continuity plans for each business area and ensure that all
critical personnel and applications are included in annual
testing. Table-top exercises should be completed fro each
business area in scope.	 	 
	 
	 	 	 	 	 	 	 	 
	13	 	Disaster

Recovery/Business

Continuity	 	The disaster
recovery site is
located within 21
miles from the
Nationstar data
center.	 	An alternate location within a different region of the US should
be established to decrease the probability of losing both primary
and secondary locations during a catastrophic event.	 	 
	 
	 	 	 	 	 	 	 	 
	14	 	External

Audit/Certification	 	A SAS 70 audit or
equivalent has not
been performed for
Nationstar.	 	A SAS 70 audit or equivalent should be performed to assess
overall Nationstar security posture.	 	 






 









 






EXHIBIT I




DELEGATED AUTHOITY GUIDELINES AND APPROVAL MATRIX



 









 





EXHIBIT I




DELEGATED AUTHORITY GUIDELINES


The following constitutes the Delegated Authority Guidelines (the “DAG”) relating to the servicing
of the Mortgage Loans by the Servicer under the Pooling and Servicing Agreement, dated January 31,
2010 (the “Agreement”), among Sixth Street Funding LLC as Depositor, Wells Fargo Bank, N.A., as
Master Servicer, Custodian and Securities Administrator, US Bank, N.A., as Trustee, MorEquity,
Inc., as Servicer, and Green Tree Servicing LLC, as Designated Successor Servicer. Reference is
also made herein to American General Finance Corporation (“AGFC”), and revised as of February 1,
2011. These guidelines have been developed by Depositor and Servicer; (the “DAG Parties”) are meant
to be part of and an Exhibit to the Agreement and shall apply to MorEquity, Inc. and any and all
servicers, subservicers and substitute servicers that may be appointed from time to time under the
Agreement.



1. Delinquency and Default.





1.1. Collections/Early Stage Delinquency: The DAG Parties acknowledge that all
delinquencies will first be referred to the Servicer’s front-end collections unit (the
“Collections Unit”) for the purpose of working to cure the delinquency, rehabilitate the
Mortgagor’s performance, reinstate the Mortgage Loan and prevent continued or further
delinquency (such efforts, “Collections”) on Mortgage Loans that are 0 — 89 days
delinquent (in each case, an “Early Stage Delinquency”).




	 	1.1.1.	 	The Servicer will maintain the Collections Unit and ensure that it is properly
staffed and operating under appropriate procedures to address any level of
delinquency suffered by the Mortgage Pool.
	 
	 	1.1.2.	 	As part of its Collections process, the Servicer will implement one or more
“Calling Campaigns” designed to minimize and cure Early Stage Delinquencies.
Calling Campaigns will be established according to the Servicer’s policies,
procedures and guidelines as they relate to the Mortgage Loans (the “Servicer
Procedures”), and subject to review by the DAG Parties as provided herein.






1.2. Early Stage Default: Upon the occurrence of an Early Stage Delinquency, the Servicer
shall attempt to ascertain the reason for the delinquency and whether the delinquency is
likely to be temporary or of a longer nature, and work with the Mortgagor to cure the
delinquency and thereafter maintain performance. As part of this determination, the
Servicer must evaluate whether the Early Stage Delinquency is due to a Life Event (as
defined below) and if that Life Event is likely to impact adversely the Mortgagor’s
long-term ability to pay, resulting in a status where, barring a material change in
circumstances, Foreclosure is likely to occur (such status, “Default,” further delineated
below as “Early Stage Default,” or “Advanced Default”).



 









 






	 	1.2.1.	 	
 If the Servicer, based on initial conversations with a Mortgagor in Early Stage
Delinquency, believes in good faith that such Mortgagor is likely to Default, the
Servicer shall review the Mortgagor’s financial condition to evaluate whether the
Mortgagor’s claimed financial hardship is valid and severe enough to classify the
Mortgagor as actually being in Default or at imminent risk of Default within the
next 90 days (“Imminent Default”). Following the Mortgagor financial evaluation,
if the Servicer determines that a Mortgagor in Early Stage Delinquency is in
Default or Imminent Default due to a Life Event, then the Mortgagor is considered
to be in “Early Stage Default” for purposes of the DAG.







	 	1.3.	 	

 Advanced Default: In the event a Mortgage Loan becomes 90 days delinquent or is in
Foreclosure, the related Mortgagor shall be deemed to be in Default (an “Advanced
Default”), and the Servicer shall undertake a Mortgagor financial evaluation to the extent
one has not already been completed (or, if completed, the Servicer has reason to believe
that the information contained therein may have materially changed).






1.4. [Reserved]




1.5. Notwithstanding anything contained herin to the contrary, prior to pursuing any
Loss Mitigation Alternative (as defined below) with respect to an Early Stage Default, the
Servicer shall have made commercially reasonable efforts at Collections during Early State
Delinquency.


2. Mortgagor Financial Evaluation.





2.1. With respect to an Early Stage Delinquency and the Servicer’s determination of
whether the related Mortgage Loan is in Early Stage Default:




	 	2.1.1.	 	Based on its review of the Mortgagor’s financial situation, the Servicer must
make a good faith determination as to whether the related Mortgagor is in Default
or Imminent Default. In making this determination, the Servicer must evaluate the
Mortgagor’s financial condition to determine the reason for the Mortgagor’s Early
Stage Delinquency, and whether the Mortgagor demonstrates a materially diminished
ability to pay on the basis of a combination of financial factors, which may
include an analysis of the Mortgagor’s (i) income, (ii) cash flow, including the
Mortgagor’s debt-to-income ratio (DTI), (iii) net disposable income after all
expenses, (iv) cash reserves, and (iv) principal, interest, taxes and insurance
ratio (PITI), plus related factors. Such factors may include employment status,
recent delinquency history and similar factors but only insofar as they relate to
the Mortgagor’s current overall financial condition. The foregoing analysis shall
collectively be called the “Financial Analysis” for purposes of the DAG.






	 	2.1.1.1.	 	Neither home price depreciation nor a recent determination (through
whatever means) that a Mortgage Loan has an LTV greater than 100% shall
serve as an acceptable basis in itself on which to classify a Mortgage
Loan as in Default or Imminent Default.




 









 












	 	2.1.1.2.	 	Determination of Early Stage Default must be made through the Financial
Analysis described above on the basis of whether or not the Mortgagor is
able to continue making Monthly Payments on the Mortgage Loan.
Additionally, an Early Stage Delinquency must be due (in the Servicer’s
good faith opinion) to a documented “life event” (such as divorce, death,
disability or loss or material reduction of income) that results in a
significant and lasting adverse impact on the Mortgagor’s ability to pay (a
“Life Event”) in order to qualify as an Early Stage Default for purposes of
evaluating and pursuing Appropriate Loss Mitigation Alternatives.
	 
	 	2.1.1.3.	 	Notwithstanding anything contained in the DAG to the contrary, if the
Servicer determines that a Mortgagor in Early Stage Delinquency exhibits an
unequivocal unwillingness or inability to pay, such that the Servicer,
under the Servicer Procedures and in accordance with the attached
“Approval Matrix”, is authorized to commence and in fact commences
Foreclosure proceedings on the related Mortgaged Property prior to the 90th
day of delinquency, such Early Stage Delinquency, notwithstanding the
absence of a Life Event, shall be treated as an Advanced Default for
purposes of evaluating and pursuing Appropriate Loss Mitigation
Alternatives; and provided further, that at the time of such loss
mitigation the Foreclosure proceedings are still active and the Mortgagor
has not reinstated or begun to re-perform.






2.2. With respect to an Advanced Default, the Servicer need not determine the existence
of a Life Event to pursue Loss Mitigation Alternatives.




2.3. The expected net present value to the Trust of a Loss Mitigation Alternative, as
calculated at any given time in the commercially reasonable discretion of the Servicer
or Depositor, as the case may be, shall be the “Expected NPV Return.” The “Optimal NPV
Return” shall refer to the largest Expected NPV Return for any Loss Mitigation
Alternative in comparison to other Appropriate Loss Mitigation Alternatives with respect
to a Mortgage Loan in Early Stage Default or Advanced Default, including potential Bulk
Loan Sales as described in Section 7.1 herein.




	3.	 	Servicer Documentation of Default. The Servicer must document its findings in
connection with a Mortgagor financial evaluation, which may be reflected in the Servicer’s
notes contained in its servicing system. Such documentation or notes must provide clear
evidence of the Servicer’s good faith belief and underlying analysis that, among other things,
the Mortgagor will be unable to continue making payments in such a manner and to such an
extent that such Mortgagor is unlikely to avoid Foreclosure under the Servicer Procedures in
accordance with the Approval Matrix.
	 
	4.	 	Loss Mitigation Alternatives. The following constitute “Loss Mitigation Alternatives”
that the Servicer may pursue in accordance with the provisions set forth herein and, to the
extent not inconsistent with such provisions, the Servicer Procedures in accordance with the
Approval




 









 






	 	 	Matrix. The Servicer may implement a Loss Mitigation Alternative only in connection with a
Mortgage Loan in Early Stage Default or Advanced Default. Upon such Default, generally, the
Servicer must evaluate the Expected NPV Return of Foreclosure to establish a baseline Expected
NPV Return, and against this baseline evaluate the Expected NPV Returns of Appropriate Loss
Mitigation Alternatives. Based on this analysis and subject to the terms of the DAG, the
Approval Matrix and the Servicer Procedures, the Servicer shall pursue the option that achieves
the Optimal NPV Return. Notwithstanding the foregoing, the Servicer may pursue more than one
Loss Mitigation Alternative at a time in accordance with the Servicer Procedures, Approval
Matrix and the terms of the DAG and in the process of doing so shall consider the Expected NPV
Returns of such different Loss Mitigation Alternatives.






4.1. Repayment Plans. A plan, including any forbearance plan, entered into between
the Servicer and the Mortgagor for repayment of the Mortgage Loan outside the terms of the
related Mortgage Note.




4.2. Servicer Modification. Any agreement between the Servicer and the Mortgagor
pursuant to which the terms of the related Mortgage Note are modified or amended,
including but not limited to capitalization, forgiveness, or deferment of past-due
interest and/or advances; changes to the Maturity Date (provided any such change must not
extend beyond the “latest possible maturity date” as set forth in Section 9.01(k) of the
Agreement), Monthly Payment and Mortgage Interest Rate; and principal forbearance or
forgiveness.




4.3. Refinance. The payoff of the Mortgage Loan by the Mortgagor using the
proceeds of a new mortgage loan provided by the Servicer or any third party.




	 	4.3.1.	 	In the event of any Refinance, the party making such refinance shall own the
new mortgage loan. In no event shall the Trust, the Servicer, or any Depositor
Affiliate (as defined below) be required to accept or purchase the new mortgage
loan.






4.4. Short Sale. A sale of a Mortgaged Property to a third party in which the
proceeds from the sale fall short of the Stated Principal Balance of the related Mortgage
Loan, where the Servicer in accordance with the Approval Matrix agrees to accept such
lesser amount in satisfaction of the Mortgage Loan.




	 	4.4.1.	 	In the event of a Short Sale that results in a Realized Loss to the Trust, the
Servicer will be entitled to pursue a “Deficiency Note” where allowable under and
strictly in accordance with applicable law, if the related Financial Analysis or
other information contained in the related Mortgage File or servicing file
indicates the Mortgagor has sufficient income and cash reserves to pay the
Deficiency Note. For avoidance of doubt, the Servicer will not be required to
create a new note in connection with its pursuit of deficiency amounts.






4.5. Deed-in-Lieu. A Mortgage Loan in Default where title (free and unencumbered)
to the Mortgaged Property is surrendered by the Mortgagor to the Servicer on behalf of the
Trust.




	 	4.5.1.	 	A Deed-in-Lieu will include surrendering of title in exchange for a cash




 









 






	 	 	 	incentive (“Cash-for-Keys”), to be provided at the commercially reasonable
discretion of the Servicer.






4.6. Foreclosure / REO Sale. Process by which the Servicer, on behalf of the
Trust, or a third-party bidder at sale or auction seizes title from a Mortgagor pursuant
to applicable law following uncured Default. In the event the Servicer takes title to the
Mortgaged Property on behalf of the Trust, the Servicer shall maintain and dispose of the
related REO Property in accordance with the terms of the Agreement and applicable law and,
to the extent not inconsistent therewith, the Servicer Procedures and the Approval Matrix.




4.7. Bulk Loan Sale. A sale of a pool of Mortgage Loans as described in Section 7
herein.




	5.	 	Authorized Application of Loss Mitigation Alternatives. The DAG Parties agree that
the table below sets forth the Loss Mitigation Alternatives that are available to a Mortgagor
upon the determination by the Servicer or Depositor, as the case may be, that such Mortgagor
is in Early Stage Default or Advanced Default. The Servicer will evaluate these available Loss
Mitigation Alternatives to determine which ones are Appropriate Loss Mitigation Alternatives,
in accordance with the terms of the DAG, the Servicer Procedures and in accordance with the
Approval Matrix. In evaluating Expected NPV Returns of Appropriate Loss Mitigation
Alternatives, the Servicer may consider the Mortgagor’s financial condition as well as the
condition, status, location and other relevant features of the related Mortgaged Property,
consistent with the tables set forth below. The Servicer must conduct all loss mitigation in
such a manner that complies with the terms of the DAG and the Agreement and, in its
commercially reasonable opinion, results in the Optimal NPV Return.





DELINQUENCY, DEFAULT AND LOSS MITIGATION ALTERNATIVES




	 	 	 	 	 

	Status

	 	Servicer Determines
Default?
	 	Authorized Loss
Mitigation

Alternatives
	 
	 	 	 	 
	Early Stage
Delinquency with no 

Life Event

	 	N/A — cannot qualify
as Early Stage Default
	 	None [Excepting HAMP]
	 
	 	 	 	 
	Early Stage
Delinquency with 

Life Event

	 	No — Servicer
determines Early Stage
Default does not exist
	 	None [Excepting HAMP]





 











 









	 	 	 	 	 

	Early Stage
Delinquency with 

Life Event

	 	Yes — Servicer
determines Early Stage
Default exists
	 	All, provided that
Servicer must first
evaluate the Expected
NPV Return of and
attempt Appropriate
Loss Mitigation
Alternatives pursuant
to DAG and Servicer
Procedures in
accordance with the
Approval Matrix and
pursue the Optimal
NPV Return
	 
	 	 	 	 
	90+ Days Delinquent 

and/or in
Foreclosure

	 	Advanced Default exists
	 	All, provided that
Servicer must first
evaluate the Expected
NPV Return of and
attempt Appropriate
Loss Mitigation
Alternatives pursuant
to DAG and Servicer
Procedures in
accordance with the
Approval Matrix and
pursue the Optimal
NPV Return







 











 




6. Additional Refinance and Servicer Modification Provisions. With respect to
Refinances and Modifications:





6.1. In connection with a Refinance pursued as a Loss Mitigation Alternative, and in
accordance with the Approval Matrix, the Servicer may grant “Concessions” to the Mortgagor
to reduce, or possibly eliminate, related closing costs not to exceed 200 basis points to
be paid by the Mortgagor. These Concessions will be withheld from the gross proceeds of
the Refinance remitted to the Trust, resulting in a Short Refinance as described above in
Section 4.3. The Servicer must make a good faith effort to grant Concessions only where
the Servicer, through its Financial Analysis conducted under the related Mortgagor
financial evaluation, determines that the Mortgagor is unable to pay for the costs of the
Refinance. Additionally, (i) Concessions shall be granted only to the point where the
Refinance becomes affordable to the Mortgagor in accordance with the Servicer’s Financial
Analysis, and (ii) the Servicer will not offer or allow a Refinance where Concessions are
granted unless the Refinance proceeds, net of all Concessions, produces the Optimal NPV
Return in comparison to other available and Appropriate Loss Mitigation Alternatives.




6.2. All Refinances and Servicer Modifications shall comply with the Servicer
Procedures in accordance with the Approval Matrix, to the extent not inconsistent with the
terms of the DAG. The guidelines relating to Refinances and Modifications under the
Servicer Procedures in accordance with the Approval Matrix shall be subject to change upon
mutual agreement of the DAG Parties as provided herein.




6.3. With respect to any Modification offered pursuant to the U.S. Treasury’s Home
Affordable Modification Program (“HAMP”) as contemplated under Section 15 hereof, in the
event the “Net Present Value Test” result (as described under HAMP), applied to an
eligible Mortgage Loan that is either in “imminent default” (as defined under HAMP) or 31
or more days delinquent, is greater for the “no modification” scenario than for the
“modification” scenario, the modification result shall be deemed “negative” (as described
in HAMP). In such instance, the Servicer shall not offer the proposed modification under
HAMP but shall instead follow the terms of the DAG in evaluating and pursuing available
and Appropriate Loss Mitigation Alternatives.




	7.	 	Bulk Loan Sales. As part of its loss mitigation activity, if the Servicer determines
in its reasonable commercial judgment that a sale of a pool of Mortgage Loans in Early Stage
Default or Advanced Default to a third-party investor at fair market value would be expected
to result in the Optimal NPV Return for the Trust with respect to such pool, and that such a
sale is operationally feasible subject to the procedures set forth below, the Servicer may
pursue a potential sale of such assets in the secondary whole loan market as a Loss Mitigation
Alternative.




 









 












7.1. The Servicer will determine, using commercially reasonable judgment, whether certain
Mortgage Loans in Default, when pooled together (such Mortgage Loans, “Sale Loans”), would
be expected to result in the Optimal NPV Return for the Trust if sold to an unaffiliated
third-party investor at arms length and at fair market value in a bulk loan sale (a “Bulk
Loan Sale”). The Servicer will notify Depositor of its determination prior to offering out
a bid tape of Sale Loans to potential investors. Potential Bulk Loan Sales shall consist
of an aggregate of no less than $5,000,000 and no more than $50,000,000 current Stated
Principal Balance of Sale Loans. The Servicer will be entitled to receive a fee no greater
than 100 basis points for any consummated Bulk Loan Sale (the “Servicer Loan Sale Fee”) in
an amount to be negotiated by the DAG Parties in good faith that reasonably reflects the
characteristics of the pool of Sale Loans, the responsibilities of the Servicer in
conducting the sale and relevant market factors at the time of sale. Servicer will notify
Depositor and Trustee upon completion of a sale, and that the transaction has occurred.




7.2. In providing the data tape for such offering to potential investors, the Servicer
will exercise due care with respect to privacy laws and confidentiality provisions under
the DAG and the Agreement (including requiring the bidders to execute a confidentiality
agreement that also contains a non-solicitation clause). The Servicer will provide the bid
tape to Depositor simultaneously with its distribution to potential investors.




7.3. The data tape for such offering will contain the most recent “Broker Price Opinion”
values for the Sale Loans. Bidders will be instructed to bid off of such values and to
provide “value fade” pricing at levels selected by the Servicer. Bidders must submit their
initial bids to the Servicer, and the Servicer shall share such indications with
Depositor.




	 	7.3.1.	 	Depositor may approve or reject any initial bid in its sole discretion. The
Servicer will cooperate with Depositor to evaluate submitted initial bids upon
Depositor’s request.
	 
	 	7.3.2.	 	If Depositor approves of any initial bid from a bidder (the “Winning Bidder”),
the Servicer will work with the potential investor to execute such Bulk Loan Sale
(a “Loan Trade”).






7.4. Any Loan Trade shall be transacted on an “as is, where is” basis, with no
representations or warranties or other recourse to the Trust, Depositor or any Depositor
Affiliate, the Servicer or any other party.




7.5. The Servicer will prepare loan files and other standard due diligence materials for
the Winning Bidder, with a copy of such files and materials delivered to Depositor. Any
bid requests shall stipulate that the Winning Bidder will be required to share its due
diligence results (including any valuation due diligence results) with Depositor.




7.6. Depositor shall review the post-due diligence, final bid submitted in connection
with any Loan Trade. The Servicer will cooperate with Depositor to evaluate the final
submitted bid upon Depositor’s request. In the event Depositor determines in its



 









 






commercially reasonable discretion that the Loan Trade does not provide the Optimal NPV
Return to the Trust in comparison to the Expected NPV Returns of alternate likely Loss
Mitigation Alternatives, it will notify the Servicer and the Servicer will promptly reject
such Loan Trade. In the event of such rejection, the Servicer will be entitled to payment
of one half of the negotiated Servicer Loan Sale Fee (as the DAG Parties may have
negotiated) and to reimbursement for its out-of-pocket expenses (“Servicer Loan Sale
Expenses”), and authorized to reimburse the Winning Bidder its due diligence costs capped
at a maximum of $300 per Sale Loan actually subject to a due diligence review, in each
case from the Servicer Custodial Account as Servicing Advances.




7.7 In analyzing the Expected NPV Return to the Trust from any Loan Trade verses
the Expected NPV Returns from other available and appropriate Loss Mitigation Alternatives
with respect to the Sale Loans at the time of initial bid and final bid, the Servicer and
Depositor shall net the cost of the expected Servicer Loan Sale Expenses and Servicer Loan
Sale Fee from the Expected NPV Return of the Loan Trade.




7.8. Nothing herein shall be construed to obligate the Servicer to pursue any Bulk Loan
Sale or Depositor to approve of any Bulk Loan Sale including, without limitation, if such
party, in its commercially reasonable discretion, determines that a Bulk Loan Sale is not
likely to produce the Optimal NPV Return to the Trust when compared to other available and
Appropriate Loss Mitigation Alternatives.




	8.	 	No Solicitation. The Servicer may engage in marketing activities that solicit
borrowers for Refinance or other programs offered by the Servicer using (i) information
derived from sources other than the Mortgage Loan Schedule or Mortgage Files or (ii) knowledge
acquired other than from its capacity as Servicer under the Trust. Under no circumstances
shall any such marketing activities or solicitations specifically target any Mortgagor,
provided, however, that this prohibition shall not be construed to preclude strategic
marketing activities or solicitations of the Servicer designed to reach a class of borrowers
sharing certain characteristics of which a Mortgagor may be a part. This provision shall not
be construed, however, to permit any such marketing activities or solicitations that are
included in monthly statements or other in-house or outsourced communications to Mortgagors
that the Servicer would otherwise be precluded from engaging in under this paragraph.
Notwithstanding the foregoing, it is understood and agreed that strategic marketing activities
or solicitations undertaken by the Servicer or any agent of the Servicer which are directed to
the general public at large, including, without limitation, mass mailings based on
commercially acquired mailing lists and newspaper, radio and television advertisements, shall
not constitute solicitation under this Section 8. Additionally, this Section 8 shall not be
construed to prohibit the Servicer from advertising its Refinance or other programs on its
website. Further, nothing in this Section 8 shall be construed to modify the terms of Section
1.5 hereof or to permit the offering or approval of a Loss Mitigation Alternative to a
Mortgagor who does not qualify therefore under the terms of the DAG.
	 
	9.	 	Payoff Inquiries. In the event a Mortgagor contacts the Servicer for a payoff
inquiry:




 









 












9.1. The Servicer may offer to waive the application of any related Prepayment Charge, if
the Servicer reasonably believes doing so would maximize proceeds to the Trust.




9.2. The Servicer may offer the Mortgagor a Refinance in response to a payoff inquiry by
the Mortgagor provided that such Refinance does not cause a loss or shortfall to the
Trust.




	10.	 	Periodic Depositor/Servicer Review. The DAG Parties shall review the DAG, as well as
the Servicer Procedures, including the Approval Matrix, no less than quarterly to determine
whether either party believes the DAG, the Servicer Procedures and the Approval Matrix, as the
case may be, should be revised to increase Mortgage Loan performance and Optimal NPV Returns
to the Trust, and to ensure compliance by the Servicer with the terms of the Agreement
(including without limitation the DAG). Among other things:






10.1. Depositor and Trustee shall be entitled to review the Servicer’s operations, the
Servicer Procedures and the Approval Matrix, including without limitation the Servicer’s
Collections and loss mitigation practices and performance, including conformance with
Customary Servicing Procedures and applicable law. Depositor and Trustee shall be
authorized to evaluate the incentive structure with respect to the Collections Unit to
ensure that representatives in the Collections Unit are incented to cure Early Stage
Delinquencies.




10.2. Depositor and Trustee may place personnel or agents onsite at the Servicer for the
purposes of such review.




10.3. The Servicer shall provide Depositor and Trustee with data and performance
information, including, without limitation, information and files relating to Collections,
Loss Mitigation Alternatives, delinquency migrations, customer contact audits (e.g., phone
calls, etc.), Defaults, Foreclosures, bankruptcies, and other information as Depositor and
Trustee may reasonably request.




10.4. In the absence of mutual agreement on revisions to the existing DAG, the Servicer
shall be required to follow the existing DAG, the Servicer Procedures and the Approval
Matrix. The Servicer shall notify the Securities Administrator of any revisions to the
existing DAG and forward the revised DAG to the Securities Administrator for inclusion in
the next succeeding Distribution Date Statement.




10.5. In the event Depositor is the owner of any Class of Certificates, and desires to
sell any Certificates of such Class, the Servicer agrees to provide the same data to the
potential buyer that it provides to Depositor under the Agreement; provided, however, that
such potential buyer must first sign a nondisclosure agreement acceptable to Depositor and
the Servicer that includes, among other provisions, covenants to comply with all
applicable securities and privacy laws.




	11.	 	The provisions of Section 10 shall apply for so long as Depositor (or, subject to the
provisions of Section 13 hereof, an affiliate or successor-in-interest of (each, a Depositor




 









 












	 	 	“Affiliate”)) holds any Class CE or Class R Certificate. If neither Depositor nor any applicable
Depositor Affiliate is the holder of any such Certificates, the Servicer shall constitute the
sole DAG Party and may unilaterally, from time to time in its sole discretion, revise the terms
of the DAG; provided, however, that the purpose of any such revision must be to maximize
proceeds to and otherwise service the Mortgage Loans in the best interest of the Trust pursuant
to the terms of the agreement.






11.1. Depositor may appoint a designee to conduct its review under Section 10.




	12.	 	Compliance with REMIC; Conflict. The Servicer may service the Mortgage Loans in
accordance with the terms of the Servicer Procedures in accordance with the Approval Matrix to
the extent not inconsistent with the terms of the Agreement. All actions of the Servicer in
servicing the Mortgage Loans must not violate REMIC Provisions or any other applicable law. In
the event of a conflict between the REMIC Provisions or any other applicable law and any of
the Agreement, the DAG or the Servicer Procedures in accordance with the Approval Matrix, the
Servicer shall comply with REMIC Provisions and other applicable law and the DAG Parties shall
negotiate in good faith to revise the Agreement, the DAG or the Servicer Procedures in
accordance with the Approval Matrix, as the case may be, to correct such inconsistency in the
manner that the DAG Parties mutually agree is in the best interest of the Trust and resolves
such non-compliance. In the event of an inconsistency between the Agreement or the DAG, the
Approval Matrix and the Servicer Procedures , the Servicer shall follow the terms of the
Agreement or the DAG, as the case may be, and either disregard the inconsistent part of the
Servicer Procedures in servicing the Mortgage Loans or revise the Servicer Procedures to
comply with the Agreement or the DAG, as applicable.
	 
	13.	 	Assignment. So long as AGFC or any affiliate of AGFC holds any of the Class R
Certificates or Class CE Certificates, the Depositor shall remain a DAG Party. In the event of
an assignment or transfer of any such Class of Certificates to Depositor’s Affiliate or to an
unaffiliated third party, Depositor shall remain a DAG Party unless, following such assignment
or transfer, neither Depositor nor Depositor’s Affiliate holds any such Class of Certificates,
in which case the terms of Section 11 hereof shall apply. In the event that neither AGFC nor
any of its affiliates holds the Class R Certificates or Class CE Certificates, the Servicer
shall constitute the sole DAG Party.
	 
	14.	 	Servicer Procedures. The Servicer is obligated at all times to ensure that the
Servicer Procedures comply with Customary Servicing Procedures, the Approval Matrix and all
applicable law.
	 
	15.	 	Compliance with HAMP. In the event a Servicer is (i) a Participating Servicer in HAMP
and (ii) servicing a Mortgage Loan eligible for and pursuant to HAMP, if any applicable
provision of HAMP is inconsistent with any applicable provision of the DAG, then such HAMP
provision shall control. Notwithstanding the foregoing, with respect to any Mortgage Loan
eligible for and being serviced pursuant to HAMP:






15.1. The Servicer must otherwise follow the DAG to the extent any provision is not
inconsistent with the requirements of HAMP. For avoidance of doubt, however, fees payable
to the Servicer for any particular loss mitigation activity on a Mortgage Loan shall



 









 






be available only pursuant to HAMP, if done under HAMP, or the DAG, if done under the DAG,
but not both.




15.2. Upon termination of HAMP or the depletion of the Servicer’s delegated HAMP funds,
the Servicer shall no longer follow the terms of HAMP and thereafter shall comply fully
with the DAG to the extent permitted by federal law.




15.3. In the event of the transfer of servicing of a Mortgage Loan that is being serviced
pursuant to HAMP, the succeeding Servicer shall sign the Assignment and Assumption
Agreement (in the form of Exhibit C of the Servicer Participation Agreement) with respect
to such Mortgage Loan.


16. Capitalized Terms. Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Agreement.





 












 





Approval Matrix




	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	 

	 	 
	 	 	 	Process Payments by requiring Principal, Interest and Escrow portions of the payment before
calling it a contractual payment and rolling the due date subject to the below exceptions.
Exception for if an Escrowed loan, allow a $50 shortage and pull the shortage out of Escrow.
	Modified Payment Logic
	 	X	 	 	 	 
	 

	 	 	 	 	 	Exception for if not an Escrowed loan, allow a $5 shortage and pull the shortage out of
Recoverable Corporate Advance.
Followed Servicer Guidelines for Payment
Overages.
	 
	 	 	 	 	 	 
	Paid In Full Loans with 

Balances

	 	X
	 	 	 	If paid in full loan has a remaining balance of Escrow or Suspense, hold funds for 30 days to
ensure any returned payments are received
and netted out of the refund.
	 
	 	 	 	 	 	 
	Pre-Payment Penalty (PPP) 

Waivers

	 	X
	 	 	 	Subservicer may waive the application of any related PPP if Subservicer reasonably believes doing
so would maximize proceeds for the
account.
	 
	 	 	 	 	 	 
	Releasing Liens

	 	X
	 	 	 	Subservicer will release liens in accordance with the state requirements on paid in full and short
sale loans.
	 
	 	 	 	 	 	 
	Servicemembers Civil Relief Act

	 	X
	 	 	 	Subservicer will service loans qualified for the Servicemembers Civil Relief Act in accordance with
the provisions of the law.
	 
	 	 	 	 	 	 
















 







	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	 

	 	 	 	 	 	Subservicer will consider a customer’s request for a Subordination of a Second Lien base upon
the below criteria. Must have a current Interior Appraisal — Appraisal from Lender acceptable.
CLTV must be less than 80% if greater than $1,000 Cash Out or between 80 — 95% with less
than $1,000 Cash Out. CLTV calculated by (the Good Faith Estimate Loan Amount + the Second Credit Limit) divided
by the As Is Appraisal Value.
Based upon Subservicer judgment, the customer must have good pay history on the Second lien
and on the credit bureau.
Based upon Subservicer judgment, Subservicer can also approve Subordination with the stipulation
of closing the line of credit.


	Subordinations

	 	X
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Subservicer will respond promptly to any written inquiry from any Federal, State, County or City Agency or Organization as well as the Better Business Bureau with a copy to Servicer.
Subservicer will follow all applicable laws, Subservicer’s written Complaint Resolution Process and
good servicing practices as it relates to customer written complaints and disputes.
	Responding to Disputes
and
Written Complaints

	 	X
	 	 	 
	 
	 	 	 	 	 	 
	Credit Bureau reporting

	 	X
	 	 	 	Subservicer will report loans in compliance with the Fair Credit Reporting Act.
	 
	 	 	 	 	 	 
	Setting Up Escrow

	 	X
	 	 	 	Subservicer will set up Escrow for customers who make the request.
Subservicer will set up Escrow for customers who are not set up for Escrow but are modified under
the HAMP program.
Subservicer will set up Escrow for customers who are not set up for Escrow but Subservicer has had
to pay delinquent taxes or establish a Creditor Placed Insurance Policy.
Subservicer will follow all RESPA Requirements in relation to servicing Escrow Loans on behalf of
Servicer.
	 
	 	 	 	 	 	 
	Dissolving an Escrow 

Account

	 	X
	 	 	 	Subservicer will use its best judgment when a customer requests to dissolve an Escrow Account.
At a minimum, customer should have a perfect pay history (0 x 30) for the past 24 months and
the LTV should not be greater than 80%.
	 
	 	 	 	 	 	 
	Interest on Escrow

	 	X
	 	 	 	Subservicer will follow all state requirements when by paying Interest On Escrow on a quarterly basis.
















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	Creditor Placed Insurance

	 	X
	 	 	 	For loans that are not set up for Escrow on Insurance, Subservicer will annually receive proof that
the customers have a valid and paid for Hazard Insurance Policy. If the customers do not provide
proof, Subservicer will set up a Creditor Placed Insurance Policy to cover the principal balance of
the loan.
Subservicer will set up an Escrow Account so Advance can be repaid over 12 months.
	 
	 	 	 	 	 	 
	Payment of Delinquent
Real Estate Taxes

	 	X
	 	 	 	As a rule of thumb, Subservicer should only pay delinquent taxes on behalf of a customer only if
there is a risk of a Tax Sale within the next year (High Severity).
However, Subservicer should use good business judgment when paying delinquent taxes on loans
that are not Escrowed for Taxes. For example, if the delinquent taxes are given to a private
company to collect with a high interest rate, it would be prudent to go ahead and pay those taxes
even though they might not go to a Tax Sale. Would want to look at value of property and Balance
as well.
Subservicer will set up an Escrow Account
so Advance can be repaid over 12 months.
	 
	 	 	 	 	 	 
	Release of Hazard
Insurance proceeds

	 	X
	 	 	 	Consistent with Subservicer Servicing Guidelines.
	 
	 	 	 	 	 	 
	Applicable 1098,
1099A and 1099C
IRS Reporting

	 	X
	 	 	 	Subservicer will provide customers and appropriate end of year reporting as required by law.
This would include, but not be limited to, 1098, 1099A and 1099C reporting.
	 
	 	 	 	 	 	 
	Hardship / Disaster

	 	 	 	X
	 	Servicer must be informed and approve approach / arrangements.
















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	Collections Efforts

	 	X
	 	 	 	Subservicer will follow all applicable collections laws including, but not limited to, FDCPA.
Subservicer will have a dedicated staff assigned to Servicer Loans.
Subservicer will staff with low spans of control for each delinquency bucket of Servicer
Loans.
Subservicer will make at least 1 collection phone attempt every 3 days on Servicer Loans.
Subservicer will make multiple phone attempts using different strategies to contact customer
beginning when a loan is 1 — 29 days past due.
Subservicer will start collections attempts no later than 16 days past due (as early as 5 days past
due for higher risk loans).
Upon contact, Subservicer will ascertain reason for delinquency and ask for payment.
Subservicer will continue to make collection calls for payments even if loan is in
Foreclosure and/or Loss Mitigation.
Subservicer will utilize a letter strategy that is consistent with Subservicer Guidelines.
	 
	 	 	 	 	 	 
	Timing of Breach Notice

	 	X
	 	 	 	Typically at day 45 or at day 35 for loans in states that have implemented laws that require longer
timeframes for NOI Letters. Consistent with Subservicer Servicing Guidelines.
	 
	 	 	 	 	 	 
	Delinquent Loans Deferment Plans for

	 	X
	 	 	 	After 2 consecutive monthly contractual
payments and no deferment in the last 12
months, deferment can be offered.
Must collect the Escrow and Principal portions of the delinquent and current month
payments in order to roll to the Next Due Date to Current (due for the next month).
Exception, Deferments as described above are not approved for the Servicer Mortgage
Loan Trust 2010-1 Securitization loans.
	 
	 	 	 	 	 	 
	Repayment Plans for

	 	X
	 	 	 	Loan must be greater than or equal to 30 days delinquent.
1/2 of arrears should be collected prior to the forbearance, if possible.
Remaining arrears to be collected over a 3 — 6 month period.
6 month max repayment plan term.
	 
	 	 	 	 	 	 
	HAMP Modification

	 	X
	 	 	 	Follow all HAMP rules / process / reporting / guidelines including new required Directives.
Participate in only the required programs unless approved by Servicer.
Principal reductions not approved unless approved by Servicer at loan level.
	 
	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	HAFA Short Sale/DIL

	 	X
	 	 	 	Follow all HAFA rules / process /reporting
/ guidelines including new required Directives. Subservicer must use the Minimum Net Proceeds calculation Approved by Servicer.
	 
	 	 	 	 	 	 
	HAUP Program

	 	X
	 	 	 	Follow all HAUP (Unemployment) rules /process
/ reporting / guidelines
including new
required Directives.
	 
	 	 	 	 	 	 
	Custom Modification

	 	X



X



X
	 	X
	 	HAMP must always be the first alternative
for Loan Modifications.
For loans less than 90 days past due and not eligible for HAMP, Subservicer will submit all Loan
Modification packages to Servicer for approval.
Loans greater than or equal to 90 days past due and not eligible for HAMP, a minimum of a
3 month Forbearance Plan is required before loan can be modified.
NPV must exceed Foreclosure / REO, Short Sale and DIL best case.
	 
	 	 	 	 	 	 
	Forgiveness of principal,
interest or other amounts
outstanding / owed

	 	 	 	X
	 	All debt forgiveness of principal, interest or other outstanding arrears must be approved
Servicer.
	 
	 	 	 	 	 	 
	Short Sale

	 	X


X

X

X

X

X
	 	X

X
	 	HAFA always the first alternative for Short Sales.
Interior Appraisal Value less than 60 days old is required along with Hardship Letter from Customer.
NPV must exceed Foreclosure / REO, Loan Modification and DIL base case.
Realtor commissions not to exceed 5%.
No cash out to seller.
Sale Amount is compared to Appraisal to ensure value received.
Servicer approval required on loans less than 90 Days past due.
Servicer approval required on loans greater than or equal to 90 Days past due where
Expected Loss exceeds $125,000.
	 
	 	 	 	 	 	 
	Deed — in — Lieu (DIL)

	 	X



X

X



X
	 	 	 	HAFA always the first alternative for DIL.
Interior Appraisal Value less than 60 days old is required along with Hardship Letter from Customer.
Updated Title required.
NPV must exceed Foreclosure / REO, Loan Modification and Short Sale base case.
	 
	 	 	 	 	 	 















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	 

	 	 	 	X

X
	 	Servicer approval required on loans less than 90 Days past due.
Servicer approval required on loans greater than or equal to 90 Days past due where
Expected Loss exceeds $125,000.
	 
	 	 	 	 	 	 
	Cash for Keys — DIL

	 	X
	 	 	 	Delegated authority up to 3 monthly payments or 1% of the Unpaid Principal Balance,
whichever is greater.
Property must be left vacant and broom swept clean.
Customer must permit an Interior
Appraisal or BPO and execute DIL before
receiving Proceeds.
	 

	 	 	 	 	 	
	Recoverable Corporate 

Advances

	 	X
	 	 	 	As allowed by law, Subservicer will

charge any legal foreclosure or

bankruptcy attorney cost or expense to the loan in the Recoverable Corporate Advance bucket so that the borrower will be
responsible for paying these amounts back.
	 
	 	 	 	 	 	 
	Foreclosure Referral 

1st Liens 

2nd Liens

	 	X
	 	X

X
	 	1st liens will be referred within 3 days upon expiration of demand notice and no longer active in
HAMP.
1st liens with Principal Balances less than $60,000 or recent Interior Appraised/BPO Value of less
than $15,000 must be approved by Servicer.
Servicer to approve all 2nd lien referrals based on equity analysis.
	 
	 	 	 	 	 	 
	HELOCs

	 	X
	 	 	 	For any Advance that is presented for payment of $10,000 or more, Subservicer will do a Signature
Verification prior to acceptance of the advance.
For any Advance that is presented for payment that is in the form of a Draft, Subservicer will decline
payment and not post the transaction to the loan.
For any Advance that is presented for payment less than $100, Subservicer will decline the payment
and not post the transaction to the loan.
If a HELOC loan that is still in the Draw Period goes 60 days past due, the line of credit will be
shut down and an Adverse Action Notice will be sent to the customer.
	 
	 	 	 	 	 	 
	Securitized Loans

	 	X
	 	 	 	For loans in the two Securitized Pools — 2006-1 and 2010-1, prior to the initiation of a Foreclosure
Action, Subservicer will perform all actions necessary to transfer ownership of such Mortgage Loan
to the appropriate Owner or Owner Designee Name.
	 
	 	 	 	 	 	 















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	MERS

	 	X
	 	 	 	Prior to initiation of a Foreclosure Action, Subservicer will perform all actions necessary to transfer
ownership of such Mortgage Loan from MERS to the appropriate Owner or Owner Designee Name.

	 
	 	 	 	 	 	 
	Foreclosure Valuations

	 	X

	 	 	 	
Within 180 days of Foreclosure Sale, an Interior Appraisal (if Vacant, Short Sale or DIL)
is required or a BPO (prefer this to be done within 2 months of the Foreclosure Sale date if
possible for the most current value).







Upon Completion of Foreclosure Sale, an Interior Appraisal (if Vacant, Short Sale or DIL) is
required if the last Interior Appraisal is older than 180 days.
If property occupied, a BPO is required if previous BPO is older than 180 days.

	 
	 	 	 	 	 	 
	Foreclosure Bidding 

Instructions

	 	X	 	





X
	 	85% of the most recent Interior Appraisal (vacant property) or BPO or the Pay-off, 



whichever is lower. 


Foreclosure Bids with Estimated Loss greater than $125,000 should be approved
by Servicer.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Property Preservation

	 	X
	 	 	 	Delegated authority up to a cumulative $10,000 for each property.
	 
	 	 	 	 	 	 
	Foreclosure and
Bankruptcy
Fees and Costs

	 	X
	 	 	 	Must comply with most recent FNMA Fee Matrix.
	 
	 	 	 	 	 	 
	



Bankruptcy

	 	X

X
	 	X
	 	Subservicer will file for Motion For
Relief after 2 missed payments on
bankrupt loans.
Subservicer will solicit all Active Bankruptcy Chapter 7 loans for Reaffirmations and will receive
court approval.
Subservicer cannot approve principal reductions on bankrupt loans without prior approval from
Servicer.
	 
	 	 	 	 	 	 
	Charge-off Approval

	 	X




X
	 	X
	 	Accounts should be charged-off in the month in which the loan is 180 days past due
and the lien is determined to no longer be valid. (e.g. senior lien foreclosure,
third party sale foreclosure (3rd party outbids Servicer) or short sale completed).
Subservicer has the authority to make charge-off decisions on 2nd liens with less than
$30,000 equity.
Charge-offs greater than $125,000 should be approved by Servicer.
	 
	 	 	 	 	 	 















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	Registering of REO
Properties

	 	X
	 	 	 	Subservicer will follow all local jurisdiction property registering requirements as required by local
ordinances and statutes.
	 
	 	 	 	 	 	 
	Dwelling Insurance

	 	X
	 	 	 	Subservicer will adequately provide for dwelling insurance of all REO properties up to and including
the value of the property.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Limit of $2,000 for First Attempt.
	Relocation Assistance
to shorten Eviction -
Cash For Keys

	 	X
	 	 	 	Second and greater Attempts limit is $2,500 for most recent Value of $0 — $250,000 or 1%
of the most recent Value greater than $250,000.
Property must be left in broom swept
condition to receive proceeds.
	 
	 	 	 	 	 	 
	

REO List Price

	 	X
	 	 	 	An Interior Appraisal is required either
for the Foreclosure Bid process, the
Foreclosure Sale
process or upon Vacancy once in REO.
A BPO should also be received from the Real Estate Agent who is assigned the
property to sell.
REO Initial List Price should be set at the higher of the Interior Appraisal or BPO “As Is” value.
If property being repaired, list using the “Repaired” value vs. the “As Is” value is acceptable.
At 1 year and every year thereafter from the last Interior Appraisal Date, order a new Interior
Appraisal unless the property is under contract.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	REO List Price Reductions	 	X	 	 	 	Every 30 Days. After 60 Days, use best judgment.	 	 	 	 
	 	 	 	 	 	Property Value
	 	30 Day Reduction
	 	60 Day Reduction

	 	 	 	 	 	$0 — $24.9k
	 	 	18	%	 	 	14	%
	

	 	 
	 	 	 	$25 — $49.9k
	 	 	14	%	 	 	12	%
	 

	 	 	 	 	 	$50 — $99.9k
	 	 	8	%	 	 	6	%
	 

	 	 	 	 	 	$100k+
	 	 	5	%	 	 	5	%
	 
	REO Repairs /Improvements
	 	X
	 	 	 	Delegated authority up to cumulative $10,000 for each property. Rule of thumb should be that the repair should increase the selling price by two times the expense.
	

	 	 	 	 	 	
















 






	 	 	 	 	 	 	 
	 	 	 	 	Servicer Approval	 	 
	Action	 	Delegated Authority	 	Required	 	Terms and Conditions
	 
	 	 	 	 	 	 
	Property Preservation /Emergency Repairs

	 	X
	 	 	 	Delegated authority up to cumulative $10,000 for each property. Rule of thumb should be that the
repair should increase the selling price by two times the expense.
	 
	 	 	 	 	 	 
	Acceptance of REO
Sales Offer

	 	X



X
	 	

X
	 	Offer must be greater than or equal to 92% of current list price.
All other offers less than 92% will require Servicer approval.
All REO Sales Contracts should be executed “As Is” and “Final”.
	 
	 	 	 	 	 	 
	Settlement of Litigated
Accounts

	 	 	 	X
	 	Subservicer will provide monthly updates to Servicer as the status of any litigation loan
in process.
Servicer to approve all litigated files (initiated from outside party) based on
recommendation by Subservicer and outside counsel.
	 
	 	 	 	 	 	 
	Approval of any Form
Letters

	 	X
	 	 	 	Subservicer will have Legal Approval of all Form Letters being sent to customers for any servicing
reasons.
	 
	 	 	 	 	 	 
	Regulatory Requests for 

Information or Exams

	 	X
	 	 	 	If Servicer receives data and/or exam
requests from a State Regulatory Agency
(for
example: A Bureau of Financial Institutions), the request will be sent to Subservicer to retrieve data
and/or provide answers and, with timely prior approval from Servicer, will provide the data
or complete the exam or will send the information to Servicer for their response
(Servicer decision).
If Subservicer receives data and/or exam requests from a State Regulatory Agency on American
General loans (for example: VA Bureau of Financial Institutions), Subservicer will notify American
General within 10 days, will retrieve the data and/or complete the exam and, with timely prior
approval from Servicer, will provide the data or exam to the requesting agency.
	 
	 	 	 	 	 	 
	Solicitation of Customers

	 	 	 	X
	 	Subservicer will seek approval of any offer of any third party product or origination offer from
Servicer prior to solicitation.
In the event that Servicer approves of a Solicitation, Subservicer will eliminate any Do Not Solicit loans.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	






This Approval Matrix may have items added to it, items revised or items deleted at any time with mutual consent of both Subservicer and Servicer.