exv10w12



Table of Contents





Exhibit 10.12




(CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS AGREEMENT HAVE BEEN REQUESTED

BY NATIONSTAR MORTGAGE LLC, SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY AN [*] IN

THE TEXT, AND SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION).




SUBSERVICING AGREEMENT




Effective as of June 21, 2011



Between



First Tennessee Bank National Association

(and any other entity that becomes a party hereto)

as Owner and Master Servicer



and




Nationstar Mortgage LLC

as Servicer and Subservicer



RESIDENTIAL MORTGAGE LOANS


















Table of Contents





Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.1 Defined Terms
	 	 	1	 
	ARTICLE II ENGAGEMENT OF SERVICER
	 	 	18	 
	Section 2.1 Servicing; Possession of Servicing Files
	 	 	18	 
	Section 2.2 Books and Records
	 	 	20	 
	Section 2.3 Custodial Agreement
	 	 	21	 
	Section 2.4 Limitation on Scope of Servicing Obligation
	 	 	22	 
	Section 2.5 Loss Mitigation and Recovery Actions
	 	 	22	 
	Section 2.6 Loan Modification Programs
	 	 	27	 
	Section 2.7 Legal Requirements
	 	 	27	 
	ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	28	 
	Section 3.1 Servicer Representations, Warranties and Covenants
	 	 	28	 
	Section 3.2 Owner Representations, Warranties and Covenants
	 	 	29	 
	Section 3.3 Owner’s Representations, Warranties and Covenants for Mortgage Loans
	 	 	31	 
	ARTICLE IV SERVICING OF THE MORTGAGE LOANS
	 	 	32	 
	Section 4.1 Standard and Scope of Service
	 	 	32	 
	Section 4.2 Authority of the Servicer; Delinquencies
	 	 	32	 
	Section 4.3 Collection of Mortgage Loan Payments
	 	 	35	 
	Section 4.4 Notification of Adjustments
	 	 	36	 
	Section 4.5 Duties the Servicer May Delegate
	 	 	36	 
	Section 4.6 Servicing Files
	 	 	39	 
	Section 4.7 Microfilmed Records
	 	 	40	 
	Section 4.8 Enforcement of Due-On-Sale Clause; Assumption
	 	 	40	 
	Section 4.9 Insurance
	 	 	41	 
	Section 4.10 Insurance Notices
	 	 	42	 
	Section 4.11 Tax and Flood Contracts
	 	 	43	 
	Section 4.12 Tax and Insurance Accounts; Tax Service
	 	 	43	 
	Section 4.13 Superior Liens
	 	 	44	 
	Section 4.14 Litigation
	 	 	45	 
	Section 4.15 Foreclosure Procedures
	 	 	46	 
	Section 4.16 Reinstatement of Mortgage Loans
	 	 	48	 
	Section 4.17 Servicing REO Property
	 	 	48	 
	Section 4.18 Satisfactions
	 	 	50	 
	Section 4.19 Servicing Advances and Pass-Through Expenses
	 	 	51	 
	Section 4.20 Mortgage Loan Transfers
	 	 	51	 
	Section 4.21 Prepayment Penalties
	 	 	54	 
	Section 4.22 Restoration and Repair
	 	 	55	 
	Section 4.23 Fidelity Bond, Errors and Omissions Insurance
	 	 	55	 
	Section 4.24 Repurchases and Indemnification of Investors
	 	 	56	 
	Section 4.25 Disaster Recovery Plan
	 	 	57	 
	Section 4.26 Prohibited Conduct
	 	 	57	 
	Section 4.27 Insurance
	 	 	57	 
	Section 4.28 Sale of Servicing
	 	 	59	 
	Section 4.29 Optional Products
	 	 	59	 






i









Table of Contents






	 	 	 	 	 
	 	 	Page
	ARTICLE V COMPENSATION TO THE SERVICER
	 	 	59	 
	Section 5.1 Compensation to the Servicer
	 	 	59	 
	Section 5.2 Incentive Fee and Clawback
	 	 	60	 
	Section 5.3 Material Change in Applicable Requirements
	 	 	61	 
	ARTICLE VI ACCOUNTING
	 	 	62	 
	Section 6.1 General
	 	 	62	 
	Section 6.2 Establishment of Custodial Accounts; Deposits in Custodial Accounts
	 	 	63	 
	Section 6.3 Withdrawals From Custodial Accounts
	 	 	64	 
	Section 6.4 Establishment of Escrow Accounts; Deposits in Escrow Accounts
	 	 	65	 
	Section 6.5 Withdrawals From Escrow Accounts
	 	 	66	 
	Section 6.6 Remittances to Investors
	 	 	67	 
	Section 6.7 Interest on Tax and Insurance Reserves
	 	 	67	 
	Section 6.8 Access to Records
	 	 	67	 
	ARTICLE VII REPORTS TO THE OWNER AND INVESTORS
	 	 	68	 
	Section 7.1 Reports to the Owner and Investors
	 	 	68	 
	Section 7.2 Annual Independent Certified Public Accountants’ Servicing Report and Annual Statement of Compliance
	 	 	69	 
	Section 7.3 Reports of Foreclosures and Abandonment of Mortgaged Property
	 	 	70	 
	Section 7.4 Real Estate Owned Reports
	 	 	70	 
	Section 7.5 Liquidation Reports
	 	 	70	 
	Section 7.6 Reports to Credit Agencies
	 	 	70	 
	Section 7.7 Privacy
	 	 	70	 
	Section 7.8 Reporting
	 	 	72	 
	Section 7.9 Compliance with Regulation AB
	 	 	72	 
	Section 7.10 Financial Statements, Annual Compliance and SAS Audit
	 	 	72	 
	ARTICLE VIII LIMITATIONS ON LIABILITY AND INDEMNIFICATION
	 	 	73	 
	Section 8.1 Servicer Limitation on Liability and Indemnification by Owner
	 	 	73	 
	Section 8.2 Owner Limitation on Liability and Indemnification by Servicer
	 	 	75	 
	ARTICLE IX EVENTS OF DEFAULT
	 	 	76	 
	Section 9.1 Events of Default
	 	 	76	 
	ARTICLE X TERM AND TERMINATION
	 	 	78	 
	Section 10.1 Term of Agreement
	 	 	78	 
	Section 10.2 Termination by Servicer; Limitation on Resignation
	 	 	78	 
	Section 10.3 Termination by Owner
	 	 	79	 
	Section 10.4 Transfer to Successor Servicer
	 	 	79	 
	ARTICLE XI MISCELLANEOUS PROVISIONS
	 	 	81	 
	Section 11.1 Protection of Confidential and Proprietary Information
	 	 	81	 
	Section 11.2 Notices
	 	 	82	 
	Section 11.3 Severability Clause
	 	 	82	 
	Section 11.4 Counterparts
	 	 	83	 
	Section 11.5 Place of Delivery and Governing Law
	 	 	83	 
	Section 11.6 Waiver of Jury Trial
	 	 	83	 
	Section 11.7 Further Agreements
	 	 	83	 
	Section 11.8 Successors and Assigns; Assignment of Servicing Agreement
	 	 	83	 
	Section 11.9 Merger or Consolidation of the Servicer
	 	 	84	 
	Section 11.10 Independent Contractor
	 	 	84	 






ii









Table of Contents






	 	 	 	 	 
	 	 	Page
	Section 11.11 Entire Agreement; Amendments and Waivers
	 	 	84	 
	Section 11.12 Exhibits
	 	 	84	 
	Section 11.13 General Interpretive Principles
	 	 	84	 
	Section 11.14 Reproduction of Documents
	 	 	85	 






iii









Table of Contents






Schedules and Exhibits

Schedule I Approval Matrix

Schedule II Pricing Schedule

Schedule III Mortgage Loan Data Field Request

Schedule IV — List of Applicable Determination Dates, Remittance Dates, and Reporting Dates

Schedule V— Example of Calculation of Clawback and Incentive Fees

Schedule VI — List of Current Vendors (and Subservicers)

Schedule VII — List of Servicing Agreements in Owner’s Possession

Schedule VIII — List of Optional Products

Schedule IX-Custodian Notice Information

Schedule X- List of Servicing Agreement not in Owner’s Possession

Schedule XI — Example of Calculation of Loss Credit Savings




Exhibit A Servicing Transfer Instructions

Exhibit B Limited Power of Attorney

Exhibit C List of Owner Reports

Exhibit D List of Investor Reports

Exhibit E Regulation AB Addendum









iv









Table of Contents








SUBSERVICING AGREEMENT




     This Subservicing Agreement is dated as of June 21, 2011 (the “Agreement”), by and
between Nationstar Mortgage LLC, as servicer and subservicer (the “Servicer”), and First
Tennessee Bank National Association, as owner and master servicer (the “Owner”).



Recitals




     Whereas, the Owner owns certain of the Mortgage Loans (as defined below) and is the servicer
or master servicer for certain of the Mortgage Loans that are owned by Investors (as defined below)
and Servicer services and subservices single family (one to four residential dwelling units)
residential mortgage loans;



     Whereas, the Mortgage Loans are currently being serviced by MetLife Bank, National
Association, in its capacity as servicer and subservicer (the “Prior Servicer”);



     Whereas, Owner and the Servicer desire to contract with each other to provide for the
servicing and administration of the Mortgage Loans upon termination of such services being provided
by the Prior Servicer; and



     Whereas, based upon the terms and conditions set forth in this Agreement, the Owner is willing
to delegate and the Servicer is willing to accept the servicing and administration of the Mortgage
Loans, as servicer with respect to the Mortgage Loans owned by Owner and as subservicer with
respect to the Mortgage Loans in which Owner is the servicer or master servicer.



     Now, Therefore, in consideration of the mutual agreements set forth herein, and for
other good and reasonable consideration, the receipt and adequacy of which are hereby acknowledged,
the Owner and the Servicer hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Defined Terms. For purposes of this 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 are (i) consistent with the same standard of care, skill, prudence, and
diligence with which the Servicer services similar mortgage loans within its servicing portfolio
for both standard and default servicing, and (ii) 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 for financial institutions comparable to Owner in terms of
relative size, scope of operations, and principal regulators; as such servicing practices may be
amended or modified as a result of new laws or industry practices, including without limitation,
the voluntary compliance with evolving requirements or interpretations of Legal Requirements by
courts, regulatory authorities, state attorney generals, or enforcement actions issued by
regulatory authorities, in each case, which are not required under Legal Requirements, but in



 









Table of Contents




which voluntary compliance is prudent, as evidenced by the practices of other mortgage loan
servicers in the industry.




     Accounts mean the Payment Clearing Account, the Custodial Accounts and the Escrow Accounts.



     Affiliate means with respect to any Person any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control with,
such Person. As used in the immediately preceding sentence, the term “control” (including the terms
“controlled by” and “under common control with”) means the direct or indirect possession of
ordinary voting power to elect a majority of the board of directors (or comparable body) of a
Person.



     Agency means Fannie Mae, Freddie Mac, Ginnie Mae, FHA, FHFA, HUD, VA, the United States
Department of Agriculture, or any State Agency, as applicable.



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



     Ancillary Income means all income derived from the Mortgage Loans in accordance with the
Applicable Requirements (other than Servicing Fees and prepayment penalties) including, but not
limited to, Late 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, modification
fees, float from custodial accounts, and all other incidental fees and charges actually received by
the Servicer with respect to Mortgage Loans.



     Applicable Requirements means collectively the contractual obligations arising under this
Agreement, Legal Requirements, Owner Obligations, and Accepted Servicing Practices. In the event of
conflict between this Agreement, Legal Requirements, Owner Obligations, and Accepted Servicing
Practices, the Legal Requirements shall govern; if conflict between this Agreement, Owner
Obligations and Accepted Servicing Practices, Owner Obligations shall govern; and if a conflict
between this Agreement and Accepted Servicing Practices, this Agreement shall govern.



     Appraisal Report means a report setting forth the fair market value of a Mortgaged Property as
determined by an appraiser. For appraisals conducted prior to the Servicing Transfer Date, such
Appraisal Reports shall be in the form received by the Servicer, 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.



     Approval Matrix means the mutually agreed upon SLAs, delegated authority matrix, and other
parameters set forth on Schedule I attached hereto, as may be modified or amended from time to time
by the mutual agreement of the Parties.



     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



2









Table of Contents




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 means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking
and savings and loan institutions in the states of Texas, Tennessee, or New York are authorized or
obligated by law to be closed.



     CFPB means the Consumer Finance Protection Bureau, or any successor thereto.



     Clawback Fee has the meaning set forth in Section 5.2(c) hereof.



     Co-Branded Basis means the mutually agreed upon terms, conditions and standards for
communicating to Mortgagors the identities of Owner and Servicer, as described in the Approval
Matrix, including the identification of both the Owner and Servicer on all monthly statements
provided to Mortgagors.



     Code means the Internal Revenue Code of 1986, as amended.



     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 the custodial agreement between the Owner 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, the recorded Mortgage, and certain other
required documents.



     Custodial Account means the separate account or accounts created and maintained pursuant to
ARTICLE VI hereof.



     Custodian means, with respect to a Mortgage Loan, the third party custodian or any successor
custodian under any Custodial Agreement (including Owner), as designated by the Owner pursuant to a
written notice to the Servicer.



     De-Boarding Fee means a fee paid by Owner to Servicer in connection with the termination of
this Agreement, in whole or in part, as set forth in the Pricing Schedule.



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



     Delinquency or Delinquent means, with respect to a Mortgage Loan, when all or part of the
related Monthly Payment and, where applicable, the related Escrow Payment is not paid on the
related Due Date, irrespective of any grace period. The delinquency method used for the



3









Table of Contents




calculation of delinquent Mortgage Loans with respect to internal reporting and the
calculation of the Clawback Fee, Incentive Fee and Servicing Fee shall be based on the Mortgage
Bankers Association method of such calculation. The delinquency method used for the calculation of
delinquent Mortgage Loans with respect to reports prepared for regulatory compliance purposes and
reports to Investors shall be based on the Applicable Requirements.




     Determination Date means, with respect to each Mortgage Loan, the date indicated on Schedule
IV attached hereto.



     Due Date means the day of the month on which the Mortgagor’s Monthly Payment and, where
applicable, Escrow Payment is due as stated in the related Mortgage Note. The Due Date for all
Mortgage Loans will be specified in the related Mortgage Note.



     Early Termination Fee has the meaning set forth in Section 10.4(e).



     Eligible Investments means (i) Permitted Investments or (ii) to the extent permitted under
Applicable Requirements, any one or more of the obligations and securities listed below which
investment provides for a date of maturity not later than the Remittance Date in each month.




     A. direct obligations of, or obligations fully guaranteed by, (i) the United States of
America, or (ii) any agency or instrumentality of the United States of America, the
obligations of which are backed by the full faith and credit of the United States of
America;




     B. federal funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company incorporated or organized
under the laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, so long as at the
time of such investment or contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such depository institution or
trust company (or, in the case of a depository institution or trust company which is a
subsidiary of a holding company, the commercial paper or other short-term debt obligations
of such holding company) are rated “P-1” by Moody’s Investors Service, Inc. and “A-1” by
Standard & Poor’s Ratings Services, and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution or trust company
which is a subsidiary of a holding company, the long-term debt obligations of such holding
company) are rated at least “Aa2” by Moody’s Investors Service, Inc. and “AA” by Standard &
Poor’s Ratings Services; and




     C. any other demand, money market or time deposit account or obligation, or
interest-bearing or other security or investment so long as at the time of such investment
or contractual commitment providing for such investment the short-term debt obligations of
such depository institution or trust company (or, in the case of a depository institution or
trust company which is a subsidiary of a holding company, the short-term debt obligations of
such holding company) are rated “P-1” by Moody’s Investors Service, Inc. and “A-1” by
Standard & Poor’s Ratings Services Notwithstanding the foregoing,



4









Table of Contents







Eligible Investments shall not include “stripped securities” or any investments which
contractually may return less than the unpaid principal balance.



     Escrow Funds means all funds collected by the Servicer and to be held in one or more Escrow
Accounts to cover Escrow Payments.



     Escrow Account means one or more accounts established, operated, and maintained pursuant to
ARTICLE VI hereof to hold Escrow Funds.



     Escrow Payment means with respect to any Mortgage Loan, amounts constituting payments required
to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other Mortgage
Loan document, 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.



     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, or any successor thereto.



     FHFA means the Federal Housing Financial Agency, or any successor thereto.



     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.



     Fitch means Fitch Ratings, Inc., or any successor thereto.



     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.



5









Table of Contents





     Ginnie Mae means the Government National Mortgage Association (GNMA), or any successor
thereto.



     Guides mean any and all applicable rules, regulations, requirements and guidelines of any
Insurer or Investor, as the same may be amended from time to time, including, without limitation
the Fannie Mae Selling and Servicing Guides, the Freddie Mac Sellers’ and Servicers’ Guides and the
Ginnie Mae Mortgage Backed Securities Guides.



     HAMP means the Home Affordable Modification Program of the U.S. Treasury as in effect from
time to time during the term of this Agreement.



     HAMP Investor Payments mean payments from the U.S. Treasury to an investor, as outlined


under the heading “Lender/Investor Compensation” in the guidelines established under HAMP.




     HAMP Servicer Payments mean payments from the U.S. Treasury to a servicer, as outlined under
the heading “Servicer Compensation” in the guidelines established under HAMP, including but not
limited to any and all incentive payments due under the guidelines after the date of this
Agreement. For the avoidance of doubt, on and after the date of this Agreement, Servicer shall be
entitled to retain any and all HAMP Servicer Payments due to the prior servicer.



     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.



     HELOC means a Home Equity Line of Credit.



     High Cost Loan means any Mortgage Loan, as specifically identified on the Mortgage Loan
Schedule, classified 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.



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



     Incentive Fee has the meaning set forth in Section 5.2(b) hereof.



     Insurance Policy means any insurance policy issued for a Mortgage Loan, including any related
Private Mortgage Insurance, Hazard Insurance, Flood Insurance, and Title Insurance or



6









Table of Contents




alternative title product, including all riders and endorsements thereto in effect, including
any replacement policy or policies for any such Insurance Policies.




     Insurance Proceeds means proceeds received by the Servicer from an Insurance Policy to the
extent such proceeds are not applied to the restoration of the related REO Property, the Mortgaged
Property or released to the related Mortgagor in accordance with the Servicer’s normal servicing
procedures.



     Insurer means an insurance company that provides an Insurance Policy.



     Interagency Guidelines has the meaning set forth in Section 7.7(b) hereof.



     Investor means any Private Investor, Agency, or trustee for the benefit of any securitization
trust in which the Mortgage Loans secure securities issued by such securitization trust, or with
respect to Mortgage Loans held by Owner for its own account, the Owner.



     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 Holds has the meaning set forth in Section 4.14(a) hereof.



     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, the U.S. Bankruptcy Code and the Servicemembers Civil Relief Act) and any other
applicable requirements of any government or any agency or instrumentality thereof (including
without limitation current and emerging regulatory authorities, such as the Consumer Financial
Protection Bureau, the OCC, and State Agencies) that involve or relate to the servicing of a
Mortgage Loan, Loss Mitigation activities, foreclosures, 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
Servicer hereunder.



     Lender-Paid Mortgage Insurance means any Private Mortgage Insurance in which the lender is
responsible for paying the premium due on the Private Mortgage Insurance Policy with the proceeds
generated from a portion of the Mortgage Interest Rate.



     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 executed by the
Owner or an Investor which enables the Servicer to carry out certain of its Servicing Duties under
this Agreement, the form which is attached hereto as Exhibit B.



     Liquidation means either (a) with respect to a Defaulted Loan, when the Servicer reasonably
determines that net proceeds of less than $25,000 (or such other amount required by Applicable
Requirements) are likely to be recovered from such Mortgage Loan in respect of the



7









Table of Contents




related costs to obtain such recovery, or (b) with respect to any Mortgage Loan (including a
Defaulted Loan not covered in clause (a) above), when an action occurs that results in the release
in full of the lien of the related Mortgage on the Mortgaged Property, whether through Short
Payoff, foreclosure, chargeoff, condemnation, Paid-In-Full or otherwise.




     Liquidation Proceeds means funds received in connection with a Liquidation of a Mortgage Loan.



     Litigation has the meaning set forth in Section 4.14(a) hereof.



     Loan Modification Programs means the loan modification programs that Servicer participates in
on Owner’s or an Investor’s behalf described in the Approval Matrix, as such programs may be
modified from time to time upon mutual agreement of Owner and Servicer.



     Loss has the meaning set forth in Section 2.3 hereof.



     Loss Credit Savings has the meaning set forth in Section 5.2(b) hereof.



     Loss Mitigation means those services provided by Servicer in administering and managing
Delinquent Mortgage Loans and other Mortgage Loans mutually agreed upon by Owner and Servicer,
including activities relating to modifications, waivers, forbearances, short sales, and advising
mortgagors as to various relief alternatives to foreclosure.



     Master Servicing Fee has the meaning specified in the applicable Servicing Agreements.



     MERS® means the proprietary system of recording transfers of mortgages electronically, which
was created and is maintained by Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware.



     Monthly Advance means the payments required to be made by Owner pursuant to the terms of the
Servicing Agreements of monthly scheduled principal and interest due under the terms of a Mortgage
Loan. For the avoidance of doubt, Servicer shall not be required to advance from any of its own
funds any Monthly Advances or any related compensating interest payments or shortfalls with respect
to the Whole Loan Portfolio or under any Servicing Agreement and Owner shall be responsible for all
Monthly Advances under the Servicing Agreements.



     Monthly Payment means the scheduled payment of principal and interest and required escrow
payment, if applicable, payable by a Mortgagor under the terms of a Mortgage Loan on each Due Date.



     Moody’s means Moody’s Investors Services, Inc., or any successor thereto.



     Mortgage means the mortgage, deed of trust, or other instrument securing a Mortgage Note,
which creates a first priority or junior lien on an estate in fee simple in real property securing
the Mortgage Note (or a first priority or junior lien on (i) in the case of a cooperative, the
related shares of stock in the cooperative securing the Mortgage Note and (ii) in the case of a
ground rent, the leasehold interest securing the Mortgage Note).



8









Table of Contents





     Mortgage Interest Rate means the per annum rate of interest provided in a Mortgage Note, which
may be a fixed rate or an adjustable rate of interest.



     Mortgage Loan means an individual residential mortgage loan (secured by a property that
contains one to four residential dwelling units) which is the subject of this Agreement as a result
of the Owner’s identification of such Mortgage Loan and the delegation of the servicing thereof to
the Servicer pursuant to Section 2.1 hereof and which mortgage loan is included on the Mortgage
Loan Schedule or is otherwise repurchased pursuant to Section 4.24 and 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, REO
Disposition 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. A Mortgage Loan shall not include a
HELOC or commercial mortgage loan, and Servicer shall not be required to service any HELOCs or
commercial loans under this Agreement.



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



     Mortgage Loan Schedule means a schedule of the Mortgage Loans prepared by the Owner setting
forth the data fields listed on the Schedule of Data Field Requests set forth on Schedule
III attached hereto.



     Mortgage Note means the note or other instrument executed by a Mortgagor, and secured by a
Mortgage, that evidences the indebtedness of a Mortgagor.



     Mortgaged Property means the fee simple interest in real property and improvements thereon
securing repayment of the debt evidenced by a Mortgage Note (or (i) in the case of a cooperative,
the related shares of stock in the cooperative securing repayment of the debt evidenced by a
Mortgage Note and (ii) in the case of a ground rent, the leasehold interest and improvements on the
related real property securing repayment of the debt evidenced by a Mortgage Note).



     Mortgagor means any Person obligated to pay on a Mortgage Note, excluding any Private Mortgage
Insurers, but including any guarantors.



     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.



9









Table of Contents





     Nonrecoverable Monthly Advances means any portion of a Monthly Advance previously made or
proposed to be made by the Owner that, in the good faith judgment of the Owner, will not ultimately
be recoverable by the Owner from the related Mortgagor, related Liquidation Proceeds or otherwise.



     Nonrecoverable 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
Servicer and in accordance with Applicable Requirements, will not, or, in the case of a proposed
Servicing Advance, would not be, ultimately recoverable from related late payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.



     NPV Tool means the (i) Fannie Mae approved Net Present Value calculator utilized pursuant to a
Loan Modification Program or (ii) a non-Fannie Mae Net Present Value calculator utilized as
described in the Approval Matrix for determining whether foreclosure or a loan modification (or
other loss mitigation treatment) is a better solution to maximize recovery of a Mortgage Loan that
has become Delinquent.



     OCC means the Office of the Comptroller of the Currency, or any successor thereof.



     Owner means the party designated as Owner on the first page hereof or its successor in
interest or assignees or any successor to the Owner under this Agreement.



     Owner Designee means a Person designated by the Owner pursuant to a written notice delivered
to the Servicer 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 Owner.



     Owner Indemnified Parties has the meaning set forth in Section 8.2(b) hereof.



     Owner Obligations means all of Owner’s contractual obligations relating to the Mortgage Loans,
including without limitation those contractual obligations contained in the applicable Servicing
Agreements, in any Guide or other guideline of any Insurer or Investor or as set forth in the
Mortgage Loan Documents, and for any Mortgage Loans registered through MERS, the Membership Rules
of MERSCORP. For purposes of this Agreement, the Owner Obligations with respect to (i) any
Mortgage Loan owned by Owner and held for sale to an Agency or Private Investor shall be deemed to
include the Guides that would be applicable following the sale (servicing retained) of such
Mortgage Loan to the Investor and the applicable product type in respect of which such Mortgage
Loan was originated and (ii) any Permanent Loan Portfolio Mortgage Loan shall be deemed to include
the applicable provisions of (x) for those Mortgage Loans classified as “Prime” and “Alt A,” the
applicable provisions of the Fannie Mae Selling and Servicing Guide for whole loan servicing that
would apply if Fannie Mae were the Investor for such Mortgage Loans, (y) for FHA/VA loans, the
regulations, rules and notices, including handbooks, promulgated by FHA and VA and the applicable
provisions of the Ginnie Mae Issuers and Servicers Guide, and (z) for the classifications for all
other Mortgage Loans owned by Owner and held for investment, as mutually agreed upon by Servicer
and Owner in writing.



     Owner Regulator means the OCC, the CFPB, and any other government regulatory authority that
regulates Owner.



10









Table of Contents





     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
have been paid in full.



     Pass-Through Expense means all customary and reasonable costs and expenses incurred by the
Servicer, which pursuant to customary industry standards are due and payable to a Person other than
the Servicer, which are not reimbursable to the Servicer 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 Servicer. Such Pass Through Expenses shall include,
but are not limited to, each of the following items:




	 	1.	 	The cost of research, recovery and locating any documents
missing from the Mortgage Loan Documents.
	 
	 	2.	 	Payments for costs, fees and expenses incurred in perfecting,
filing or recording documents evidencing the assignment, foreclosure, sale or
mortgaging of any Mortgaged Property.
	 
	 	3.	 	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 Owner,
originator or any Person (other than the Servicer).
	 
	 	4.	 	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.
	 
	 	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 Servicer, 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 Instructions.
	 
	 	7.	 	Regulatory fines and or penalties associated with the Owner’s,
Investor’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.




11









Table of Contents












	 	8.	 	Custodian expenses that are paid by the Servicer.
	 
	 	9.	 	Set-up, transfer, and release fees for MERS® Mortgage Loans.
	 
	 	10.	 	Except as set forth in Section 4.11, payments for the cost of
transfer and/or purchase of services, including such services for property
taxes and flood insurance information (except as otherwise provided for
herein).
	 
	 	11.	 	Courier costs relating to deliverables or documents to an
Investor.
	 
	 	12.	 	Copying costs related to special audits, special projects, and
information requests from an Investor outside the ordinary course of business.
	 
	 	13.	 	Engagement of insurance claim adjustors for the purpose of
negotiating, settling, compromising, enforcing and otherwise managing insurance
claims related to the Mortgaged Property and REO Property.
	 
	 	14.	 	Servicer shall be reimbursed for any actual direct
out-of-pocket advances, costs and expenses incurred by Servicer deemed
reasonably necessary by Servicer to meet its obligations under this Agreement
with respect to a particular Mortgage Loan that the applicable Agency,
Investor, or Insurer determined was ineligible for reimbursement by such
Agency, Investor, or Insurer under Applicable Requirements, excluding those
that result from Servicer’s failure to meet its standard of care under this
Agreement as described in Section 8.1(a) relative to the applicable Agency,
Investor, or Insurer.





     Pass-Through Transfer means the sale or transfer of some or all of the Mortgage Loans by an
Investor to a trust or other issuing entity to be formed as part of a publicly issued or privately
placed mortgage backed securities transaction.



     Payment Clearing Account has the meaning set forth in Section 6.1 hereof.



     Permanent Loan Portfolio means the Mortgage Loans being serviced in accordance with this
Agreement that are owned by the Owner and reflected on its books and records as being held for
investment purposes and not for sale to a third party, which Mortgage Loans shall be identified on
the Mortgage Loan Schedule by an investor code numbers 300, 303 and 305 as reflected on the
investor code report dated as of June 1, 2011.



     Permitted Investments has the meaning specified in the applicable Servicing Agreement.



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



     Predatory Lending Law means any applicable 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



12









Table of Contents




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
Schedule II, which sets forth certain pricing and compensation rates and amounts accruing
and due to the Servicer hereunder.



     Privacy Policy has the meaning set forth in Section 7.7(a) hereof.



     Private Label Basis means the mutually agreed upon private label servicing terms of the
Mortgage Loans, which may include that all communications and documentation provided to Mortgagors
contain only the Owner’s name and there is no reference to the Servicer or any other entities in
communications with Mortgagors, except as may be required under the Applicable Requirements.



     Principal Prepayment means any payment or other recovery of principal on a Mortgage Loan,
which is received in advance of its scheduled Due Date, and which is not accompanied by an amount
of interest representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.



     Prior Servicer means MetLife Bank, National Association, in its capacity as servicer and
subservicer of the Mortgage Loans prior to the Servicing Transfer Date.



     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.



     Private Investor means any owner or holder of a Mortgage Loan other than an Agency or the
Owner. For the avoidance of doubt, a Private Investor shall not include certificateholders,
bondholders or any holders of securities under any Servicing Agreements.



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



     Qualified Depository means (i) a depository, the accounts of which are Eligible Accounts (as
such term is defined in the applicable Servicing Agreement) or (ii) (a) to the extent permitted
under Applicable Requirements, a depository, the accounts of which are insured by the FDIC and (x)
the short-term debt ratings of which are rated at least (I) “P-1” by Moody’s, (II) “A-1” by S&P,
or (III) “F1+” by Fitch, Inc., and (y) the long-term deposit ratings of which are rated at least
(I) “AA-” by S&P, (II) “Aa3” by Moody’s, or (III) “AA-” by Fitch, Inc., or (b) a depository, the
short-term debt obligations, or other short-term deposits of which are rated at least “A-1” and the
long-term unsecured debt obligations of which are rated at least “AA-” by S&P.



     Qualified Insurer has the meaning set forth in Section 4.9(c) hereof.



13









Table of Contents





     Rating Agencies mean Moody’s, S&P, or Fitch, or any successors thereto.



     Regulation AB means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.110-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Securities and Exchange Commission in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(Jan. 7, 2005) or by the staff of the Securities and Exchange Commission, or as may be provided by
the Commission or its staff from time to time.



     Regulation AB Addendum means an addendum in the form attached hereto as Exhibit E.



     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 Servicer to another Person.



     Remittance Date means, with respect to each Mortgage Loan, the date indicated on Schedule IV
attached hereto.



     Reporting Date means, with respect to each Mortgage Loan, the date indicated on Schedule IV
attached hereto.



     Reporting Vendor means any Vendor determined by the Servicer to be materially “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB.



     Retained Yield has the meaning specified in the applicable Servicing Agreement.



     Retained Yield Trustee means The Bank of New York Mellon, as Trustee under the Calculation and
Remittance Agreement dated as of December 23, 2010 by and among The Bank of New York Mellon, the
Owner and GS Mortgage Securities Corp.



     Review has the meaning set forth in Section 7.7(c) hereof.



     REO Disposition means the final sale or other disposition by the Servicer of any REO Property.



     REO Disposition Proceeds means all amounts received with respect to an REO Disposition.



     REO Property means a Mortgaged Property acquired by the Servicer on behalf of an Investor or
its designee through foreclosure or by deed in lieu of foreclosure, notwithstanding any right of
redemption time period which may be required under applicable state laws.



     S&P means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any successor
thereto.



     Sensitive Information means nonpublic information relating to customers and prospective
customers of Owner, including without limitation names, addresses, telephone numbers, e-mail
addresses, social security numbers, tax identification numbers, dates of birth,



14









Table of Contents




telephone numbers, customer information (as defined in the Interagency Guidelines Establishing
Information Security Standards, as set forth in Appendix B to 12 C.F.R. Part 30) credit
information, financial information, account numbers, account balances or other account information,
and compilations of or lists derived from any of the foregoing, regardless of whether Owner’s
relationship with the customer ceases. The parties understand and agree that the definition of
“Sensitive Information” herein is intended to be broader than the definition of the term “nonpublic
personal information” in the Gramm-Leach-Bliley Act and regulations promulgated thereunder.




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



     Servicer Indemnified Parties has the meaning set forth in Section 8.1(e) hereof.



     Servicing Advances means all customary, reasonable, and necessary out-of-pocket costs and
expenses incurred by the Servicer in accordance with Applicable Requirements which pursuant to
customary industry standards are due and payable to a Person other than the Servicer (including
advances that, in the reasonable determination of the Servicer, are not Nonrecoverable Servicing
Advance when made, but thereafter become Nonrecoverable Servicing Advances), which are reimbursable
to the Servicer from the Mortgagor or through the netting of proceeds from the related Mortgage
Loan or Mortgaged Property, which are advanced for the benefit of or on behalf of the Mortgagor or
Investor, to protect interests of the Investor, mortgagee or lender in the Mortgage Loan (exclusive
of any Pass-Through Expenses) or to pursue remedies against or recoveries from a Mortgage Loan, and
which, in each case, such advances are made by the Servicer in accordance with Section 4.19 and
while performing its servicing obligations under this Agreement; provided that such costs and
expenses shall not include any allocation of overhead costs of the Servicer or expenses which are
generally incurred by the Servicer in servicing mortgage loans of a type similar to the Mortgage
Loans. Such Servicing Advances shall include, but are not limited to, by way of example the
following:




	 	A.	 	the cost of the preservation, restoration and protection of the Mortgaged Property;
	 
	 	B.	 	the cost of any enforcement or judicial proceedings, including foreclosures;
	 
	 	C.	 	the cost of the management and liquidation of the REO Property;
	 
	 	D.	 	the cost of T & I Advances;
	 
	 	E.	 	the cost of obtaining Valuations;
	 
	 	F.	 	payments for real estate taxes on Mortgaged Property;
	 
	 	G.	 	payments to purchase or maintain any senior liens or other interests in a Mortgaged
Property being sold in a foreclosure proceeding;




15









Table of Contents






     H. reasonable and customary outside legal counsel expenses paid in connection with
collection of a Mortgage Loan, or incurred and paid in connection with the pursuit of a
claim with respect to a Mortgage Loan;



     I.
payments to obligors or tenants in connection with obtaining title to or possession
of any Mortgaged Property pursuant to a deed-in-lieu of foreclosure, unlawful detainer or
eviction action;


     J.
payments for hazard insurance coverage (including lender-placed insurance) and
private mortgage insurance expenses covering any Mortgaged Property;


     K.
payments in renovation, repair or refurbishing of any Mortgaged Property;


     L.
payments for title insurance, survey, environmental evaluations, real property
appraisals or broker price opinions of any Mortgaged Property;


     M.
payments for homeowner’s association dues, utility expenses or other preservation
costs with respect to any Mortgaged Property;


     N.
payments for advertising costs, real estate commissions and other closing, escrow
and title insurance costs and expenses incurred in the sale of any Mortgaged Property or REO
Property; and


     O.
Lender-Paid Mortgage Insurance.



     Servicing Agreements means the servicing or securitization contracts or arrangements between
the Owner and the Investors of the Mortgage Loans set forth on Schedules VII and X which governs
the Owner’s responsibilities and duties in servicing or subservicing the Mortgage Loans, as well as
Owner’s compensation for servicing the Mortgage Loans.



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



     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, microfiche,
microfilm, magnetic or electronic form.



     Servicing Officer means any officer of the Servicer 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 Servicer to the Owner on the initial Servicing Transfer
Date, as such list may be amended from time to time.



     Servicing Transfer Costs means any and all reasonable documented “out of pocket” costs and
expenses incurred in connection with any transfer of servicing to a successor servicer, including,
without limitation, all MERS transfer costs, costs of preparing any assignments of the Mortgages,
fees and costs of filing any assignments of Mortgages, costs associated with the transfer or
acquisition of tax or flood certifications, if any, file shipping costs and any reasonable costs or
expenses associated with the complete transfer of all servicing data.



16









Table of Contents





     Servicing Transfer Date means, with respect to a Mortgage Loan, the date on which the Owner or
its designee transfers the servicing of such Mortgage Loan to the Servicer.



     Servicing Transfer Instructions means the procedures for effecting servicing transfers to the
Servicer hereunder as set forth on Exhibit A attached hereto.



     Short Payoff means the amount received under an arrangement entered into with a Mortgagor
whereby the Servicer or Owner, as applicable, allows the Mortgagor (i) to pay off the Mortgage Loan
for less than the outstanding balance owed by the Mortgagor on the Mortgage Loan in complete
satisfaction of the Mortgagor’s obligation under the Mortgage Loan, or (ii) to sell the Mortgaged
Property to a third party at less than the outstanding balance owed by the Mortgagor on the
Mortgage Loan.



     SLA or SLAs means those certain specific mutually agreed service level standards for the
performance of Servicer’s and Owner’s duties under this Agreement as set forth on Schedule I
attached hereto, as they may be modified or amended from time to time by the mutual agreement of
the Parties; provided, however, that to the extent that an SLA is, as of the time of reference,
inconsistent with a substantially similar service level standard that is required pursuant to the
Applicable Requirements, the Applicable Requirements shall control and the SLA shall not apply.



     State Agency means any state agency or regulatory authority with authority to regulate the
business of Owner or Servicer, or to determine the investment, servicing or administration
requirements with regard to the Mortgage Loans.



     Subservicer has the meaning specified in the Regulation AB Addendum.



     T & I Advance means Servicing Advances made by Servicer pursuant to Section 4.12 hereof.



     Tax and Flood Services has the meaning set forth in Section 4.11 hereof.



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



     Term has the meaning set forth in Section 10.1 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.



     VA means the Department of Veterans’ Affairs, or any successor thereto.



     Valuation means an Appraisal Report, automated valuation (or AVM), or Broker Price Opinion of
any Mortgaged Property, each as may be required under the Applicable Requirements.



17









Table of Contents





     Vendor has the meaning set forth in Section 4.5(a) hereof.



     Whole Loan Portfolio means all the Mortgage Loans being serviced under this Agreement and
owned by Owner, including the Mortgage Loans in the Permanent Loan Portfolio.



     Whole Loan Transfer means any sale or transfer of some or all of the Mortgage Loans by an
Investor to an unaffiliated third party, which sale or transfer is not a Pass-Through Transfer.



ARTICLE II

ENGAGEMENT OF SERVICER




     Section 2.1 Servicing; Possession of Servicing Files.



     (a) The Owner shall, or the Owner shall cause the Prior Servicer to, from time to time,
transfer the servicing of certain Mortgage Loans to the Servicer, subject to obtaining any consents
that may be required from Investors, Rating Agencies, or Insurers to transfer the servicing of such
Mortgage Loans. The procedures for affecting such transfer shall be set forth on the Servicing
Transfer Instructions attached hereto as Exhibit A. The Owner shall make commercially
reasonable efforts to, or the Owner shall cause the Prior Servicer to make commercially reasonable
efforts to provide the Servicer with advance written or electronic notice of the expected Mortgage
Loans for which servicing may be transferred during such calendar month. No less than twenty (20)
days prior to each Servicing Transfer Date, the Owner shall, or the Owner shall cause the Prior
Servicer to, deliver to the Servicer a schedule of the Mortgage Loans being transferred to the
Servicer pursuant to this Agreement, which, upon acceptance by the Servicer, such schedule shall be
deemed an amendment to the Mortgage Loan Schedule and shall be appended hereto. On the initial
Servicing Transfer Date, the Owner shall deliver twenty five (25) executed Limited Power of
Attorney forms in form and substance similar to Exhibit B, authorizing Servicer or its
authorized agent to execute necessary loan and real estate documents on each Investor’s behalf; and
the Servicer shall deliver a list of its Servicing Officers to the Owner. Additionally, with
respect to each Mortgage Loan to be serviced hereunder, the Owner shall, or the Owner shall cause
the Prior Servicer to, comply with the Servicing Transfer Instructions and deliver to the Servicer
the Mortgage Loan Data Field Request (in the form set forth on Schedule III) 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 Owner shall
deliver or cause the Prior Servicer to deliver to the Servicer 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 positive escrow balances,
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 Servicer
reasonably incurs any cost or expenses because of the failure by the Owner 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 Servicer shall be reimbursed



18









Table of Contents




any such amounts as Pass-Through Expenses pursuant to Section 4.19 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 Servicer prior to an Investor becoming owner of such Mortgage Loans.




     (c) Servicer shall not, and shall cause its employees not to, solicit Mortgagors with respect
to the Mortgage Loans for any purpose (other than (i) in the performance of Servicer’s obligations
with respect to loss mitigation services and (ii) in the event Owner and Servicer enter into a
refinance agreement, with respect to refinancing a Mortgage Loan owned by Owner), including without
limitation a refinancing of any Mortgage Loan (other than as permitted under clauses (i) and (ii)
above), the origination of a mortgage loan secured by another Mortgaged Property owned by such
Mortgagor, or the sale of optional insurance or any other banking or financial products or
services; provided, however, that the following shall not constitute solicitation and shall not
violate this covenant: (i) mass advertising or mailings (such as placing advertisements on
Servicer’s website, television, on radio, in magazines or in newspapers or including messages in
billing statements) that are not primarily directed towards the Mortgagors, and (ii) a solicitation
for financial services to Mortgagors with whom Servicer or an affiliate has a customer relationship
unrelated to the Mortgage Loan. Servicer shall refer any written or oral requests received from a
Mortgagor for a replacement or new mortgage loan, optional insurance or any other banking or
financial product or service to Owner or such other third party as Owner may direct (which may be
Servicer if Owner and Servicer enter into a refinance agreement) as promptly as practicable but not
later than two (2) Business Days after Servicer receives any such request.



     (d) Neither party nor its Affiliates will directly or indirectly solicit the services of or
hire any employee of the other party for employment or as an independent contractor, or otherwise
engage the services of such employee during the term of this Agreement or any extensions of this
Agreement, without first obtaining the written consent of the other party. Notwithstanding the
foregoing, each party understands and agrees that employment solicitations directed to the general
public at large, including without limitation newspaper, radio, website and television
advertisements, shall not constitute solicitation under this paragraph. A party may hire any
employee who has been terminated by the other party or its Affiliate, provided such party provides
notice to the other party of such hiring prior to the commencement of services by such person.



     (e) The Servicer shall service the Mortgage Loans as provided herein commencing on the related
Servicing Transfer Dates. Commencing as of the Servicing Transfer Date, all servicing shall be
conducted on a Co-Branded Basis as set forth in the Approval Matrix, subject to Section 4.1(b)
hereof; provided, however, that, subject to Applicable Requirements, the Servicer shall conduct any
foreclosure proceedings in the name of the Owner, Investor, or an Owner Designee, and may complete
and record any related Assignment of Mortgage in the name of Owner, Investor, or Owner Designee, as
applicable, in such proceedings unless Owner Obligations provide otherwise. The Servicer may enter
into a commercially reasonable arrangement for certain functions relating to the servicing and
administration of Mortgage Loans with any Person subject to meeting the requirements set forth in
Section 4.5. Any such arrangement shall be consistent with and not violate the provisions of this
Agreement and shall



19









Table of Contents




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
Owner. In each case, the Servicer shall remain responsible for its obligations under this
Agreement, and notwithstanding any such arrangement, the Servicer shall be liable for all acts and
omissions of such Person as fully as if such acts and omissions were those of the Servicer, and the
Servicer shall pay all fees and expenses associated with such arrangement from the Servicer’s own
funds.




     (f) On behalf of Owner and the Investors, the Servicer may sue to enforce or collect on any of
the Mortgage Loans or any Insurance Policy covering a Mortgage Loan, as agent of the Investor
pursuant to the Limited Power of Attorney.



     (g) The Servicer shall hold each Servicing File in trust for the benefit of the Owner for the
sole purpose of servicing the Mortgage Loans. The Servicer’s possession of Servicing Files shall be
for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to this
Agreement, and Servicer shall provide Owner, Investors, 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 Servicer 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 Investors. 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 Servicer shall be received and held by the
Servicer in trust for the benefit of the Investors as the owners of the Mortgage Loans. All records
and documents shall be maintained in accordance with Applicable Requirements. Any portion of the
Servicing Files held by the Servicer shall be segregated from the other books and records of the
Servicer and shall be appropriately marked to clearly reflect the Owner’s servicing rights and the
ownership of the Mortgage Loans by the Investors. The Servicer shall release its custody of the
contents of the Servicing Files only in accordance with written instructions of the Owner, except
when such release is required as incidental to the Servicer’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 Custodial Agreement. Except as set forth in Section
2.3(a), any fees and expenses of the Custodian shall not be payable by the Servicer.



     (h) Each of the Owner and Servicer shall, at its own expense and on a timely basis, in
accordance with RESPA and Applicable Requirements, prepare and transmit to each Mortgagor
notification of the transfer.



     Section 2.2 Books and Records.



     Unless otherwise specifically agreed by the Owner, record title to each Mortgage and the
related Mortgage Note shall remain (i) in blank, (ii) in the name of the Owner or the Investors, or
(iii) in the name of an Owner Designee. The Servicer 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 Owner’s servicing rights and the ownership of the Mortgage Loans



20









Table of Contents




by the Investors. The Owner, the Investors, the Owner Regulator, and their respective agents
may from time to time upon reasonable notice inspect any of the Servicer’s books and records
pertaining to the Mortgage Loans being serviced under this Agreement, including without limitation
all Servicing Files and quality control reports relating to the Mortgage Loans, such as reports
evidencing compliance with HUD and FHA requirements, at reasonable times during the Servicer’s
normal business hours at the Servicer’s offices; provided, that upon the occurrence and continuance
of an Event of Default, only one (1) Business Days’ 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 Investors. All servicing rights arising out of each
Mortgage Loan shall be vested in the Owner and the Servicer shall not assert any contrary interest
therein.




     Section 2.3 Custodial Agreement.



     (a) On or prior to the Servicing Transfer Date, the Owner 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 Custodial Agreement. The Owner shall be responsible for maintaining the
Custodial Agreement and shall pay fees and expenses as required under the Custodial Agreement. In
the event that the Servicer is required to pay any of the Custodian’s fees and expenses, the
Servicer shall notify the Owner and if the Owner instructs the Servicer to pay such fees and
expenses these shall be considered Pass-Through Expenses and the Servicer shall be reimbursed
pursuant to the terms of Section 4.19 hereof if not previously reimbursed by the Owner.



     (b) The Servicer 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 Servicer’s receipt of an executed copy of such
documents; provided, however, that the Servicer shall provide the Custodian with a certified true
copy of any such document submitted for recordation within ten (10) Business Days of submission,
and will 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 Servicer of the original recorded document.



     (c) Upon any Mortgage Loan being Paid-In-Full (including any Liquidation of such Mortgage
Loan) or from time to time (i.e., in foreclosure actions and as appropriate in the servicing of any
Mortgage Loan), the Servicer shall deliver to the Owner or, if applicable, the Custodian, two (2)
executed copies of a request for release in a form agreed to by the Owner and Servicer, signed by a
Servicing Officer. Within three (3) Business Days after receipt of such request for release, the
Owner or, if applicable, the Custodian, shall release (or cause its agent to release) and deliver
the related Mortgage Loan Documents in trust to: (i) the Servicer, or (ii) such other party
identified in the related request for release. In the event the Owner or, if applicable, the
Custodian fails to deliver the related Mortgage Loan Documents to Servicer within the time required
pursuant to this paragraph, and the Servicer incurs any loss, expense, penalty, fine or damage
(hereinafter “Loss”) arising out of such late delivery, then the Owner hereby agrees to indemnify
and hold the Servicer harmless for any Loss incurred by the Servicer. Notwithstanding the
foregoing, in the event that it is the Custodian that fails to deliver the related



21









Table of Contents




Mortgage Loan Documents consistent with the terms and conditions of this Section 2.3(c), the
Servicer shall notify the Owner of such failure in a weekly exception report.




     Section 2.4 Limitation on Scope of Servicing Obligation.



     (a) The Servicer 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 Owner, Investors, 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; provided, however, that the
Servicer may, with the prior written consent of the Owner, undertake any such action that it may
deem necessary or desirable with respect to this Agreement and the rights and duties of the parties
hereto. In such event, the reasonable and customary legal counsel expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities for which the Owner
will be liable and the Owner agrees to reimburse the Servicer 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 Servicer that relate to actions pursuant to
this Section.



     (b) If a Mortgage Loan is discovered to be a High Cost Loan, the Servicer shall notify the
Owner and Owner, with Servicer’s reasonable assistance, shall use its reasonable efforts to modify
the Mortgage Loan such that it no longer qualifies as a High Cost Loan; provided however that if
such Mortgage Loan is not capable of being modified, Servicer will retain servicing of such
Mortgage Loan, irrespective of the fact that it remains a High Cost Loan. The Servicer shall not
have any affirmative obligation to determine whether a High Cost Loan satisfies the document
disclosure or other requirements applicable to High Cost Loans.



     Section 2.5 Loss Mitigation and Recovery Actions.



     (a) Servicer 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 SLAs, and the parameters set forth on
Schedule I hereto (also known herein as the “Approval Matrix”).



     (b) Servicer shall, with respect to each Mortgage Loan, as and to the extent required by the
Applicable Servicing Requirements, take commercially reasonable steps to maintain Mortgage Loans in
a current status pursuant to Applicable Requirements by providing Loss Mitigation services for
Delinquent Mortgage Loans in accordance with the Approval Matrix, which may include procedures that
provide for sending delinquent notices, call campaigns, assessing late charges, and returning
inadequate payments, and procedures for the analysis of Mortgage Loans that are distressed or
chronically Delinquent. Servicer will ensure that processes are in place to provide for timely and
effective communications to Mortgagors relating to Loss Mitigation services, and provide for
continuity in the handling of Loss Mitigation services for a particular Mortgagor by personnel
knowledgeable about a specific Mortgagor’s situation.




22











Table of Contents





     (c) Servicer shall develop a written plan to provide for the maintenance of an adequate
infrastructure to support Loss Mitigation (including an adequate organization structure, managerial
resources, and staffing) and foreclosure activities and to ensure compliance with the Applicable
Requirements (the “Loss Mitigation Plan”), which Loss Mitigation Plan will be presented in draft
form to Owner no later than the date which occurs 45 days after the date of this Agreement, with a
final Loss Mitigation Plan to be adopted by Servicer no later than the date which occurs 60 days
after the date of this Agreement; provided however, Servicer may amend or revise the adopted final
plan, as necessary or appropriate consistent with Applicable Requirements. The Loss Mitigation
Plan shall provide that Servicer shall achieve compliance with the Loss Mitigation Plan no later
than December 31, 2011 (or such later date as may be agreed upon by the Owner Regulator for the
Prior Servicer to achieve compliance with a plan that addresses the same subject matter), and the
failure of Servicer to comply with the Loss Mitigation Plan once implemented shall be deemed to be
a breach of this Agreement. The Loss Mitigation Plan shall provide for the maintenance of an
effective compliance program that includes, at a minimum:




     (1) Appropriate written policies and procedures to conduct, oversee, and monitor
mortgage servicing, Loss Mitigation, and foreclosure operations.




     (2) Processes to ensure that all factual assertions made in pleadings, declarations,
affidavits, or other sworn statements filed by or on behalf of the Servicer are accurate,
complete and reliable, and that affidavits and declarations are based on personal knowledge
or a review of the Servicer’s books and records when the affidavit or declaration so states.




     (3) Processes to ensure that affidavits filed in foreclosure proceedings are executed
and notarized in accordance with Applicable Requirements.




     (4) Processes to review and approve standardized affidavits and declarations for each
jurisdiction in which the Servicer files foreclosure actions to ensure compliance with
applicable laws, rules, and court procedures.




     (5) Processes to ensure that the Servicer has properly documented ownership of the
promissory note and mortgage (or deed of trust) under applicable state law, or is otherwise
a proper party to the action (as a result of agency or other similar status) at all stages
of foreclosure and bankruptcy litigation, including appropriate transfer and delivery of
endorsed notes and assigned mortgages or deeds of trust at the formation of a residential
mortgage-backed security, and lawful and verifiable endorsement and successive assignment of
the note and mortgage or deed of trust to reflect all changes of ownership.




     (6) Processes to ensure that a clear and auditable trail exists for all factual
information contained in each affidavit or declaration, in support of each of the charges
that are listed, including whether the amount is chargeable to the borrower and/or claimable
by the investor.



23









Table of Contents






     (7) Processes to ensure that foreclosure sales (including the calculation of the
default period, the amounts due, and compliance with notice requirements) and post-sale
confirmations are in accordance with the terms of the Mortgage Loan and Applicable
Requirements.




     (8) Processes to ensure that all fees, expenses, and other charges imposed on the
Mortgagor are assessed in accordance with the terms of the underlying mortgage note,
mortgage, or other customer authorization with respect to the imposition of fees, charges,
and expenses, and in compliance with all Applicable Requirements.




     (9) Processes to ensure that the Servicer has the ability to locate and secure all
documents, including the original promissory notes if required, necessary to perform
mortgage servicing, foreclosure and Loss Mitigation, or loan modification functions.




     (10) Ongoing testing for compliance with Applicable Requirements that is completed by
qualified persons with requisite knowledge and ability (which may include internal audit)
who are independent of the Servicer’s business lines.




     (11) Measures to ensure that policies, procedures, and processes are updated on an
ongoing basis as necessary to incorporate any changes in Applicable Requirements.




     (12) Processes to ensure the qualifications of current management and supervisory
personnel responsible for mortgage servicing and foreclosure processes and operations,
including collections, Loss Mitigation and loan modification, are appropriate and a
determination of whether any staffing changes or additions are needed.




     (13) Processes to ensure that staffing levels devoted to mortgage servicing and
foreclosure processes and operations, including collections, Loss Mitigation, and loan
modification, are adequate to meet current and expected workload demands.




     (14) Processes to ensure that workloads of mortgage servicing, foreclosure and Loss
Mitigation, and loan modification personnel, including single point of contact personnel,
are reviewed and managed.




     (15) Processes to ensure that the risk management, quality control, audit, and
compliance programs have the requisite authority and status within the organization so that
appropriate reviews of the Servicer’s mortgage servicing, Loss Mitigation, and foreclosure
activities and operations may occur and deficiencies are identified and promptly remedied.




     (16) Appropriate training programs for personnel involved in mortgage servicing and
foreclosure processes and operations, including collections, Loss Mitigation, and loan
modification, to ensure compliance with Applicable Requirements.



24









Table of Contents






     (17) Appropriate procedures for customers in bankruptcy, including a prohibition on
collection of fees in violation of bankruptcy’s automatic stay (11 U.S.C. § 362), the
discharge injunction (11 U.S.C. § 524), or any applicable court order.



     The Loss Mitigation Plan shall also provide for Servicer to establish metrics to measure and
ensure the adequacy of staffing levels relative to Loss Mitigation and foreclosure activities, such
as limits for the number of Delinquent or Defaulted Mortgage Loans assigned to an employee,
considerations for a single point of contact for Mortgagors involved in Loss Mitigation activities
and appropriate deadlines to review modification documentation, make modification decisions, and
provide responses to Mortgagors. The Loss Mitigation Plan shall provide that Servicer’s policies
and procedures address the following:




     (1) Measures to ensure that staff handling Loss Mitigation and loan modification
requests routinely communicate and coordinate with staff processing the foreclosure on the
borrower’s property.




     (2) Appropriate deadlines for responses to borrower communications and requests for
consideration of Loss Mitigation, including deadlines for decision-making on Loss Mitigation
Activities, with the metrics established not being less responsive than the timelines in the
Loan Modification Programs.




     (3) Establishment of an easily accessible and reliable single point of contact for each
Mortgagor so that the Mortgagor has access to an employee of the Servicer to obtain
information throughout the Loss Mitigation, loan modification, and foreclosure processes.




     (4) A requirement that written communications with the Mortgagor identify such single
point of contact along with one or more direct means of communication with the contact.




     (5) Measures to ensure that the single point of contact has access to current
information and personnel (in-house or third-party) sufficient to timely, accurately, and
adequately inform the borrower of the current status of the Loss Mitigation, loan
modification, and foreclosure activities.




     (6) Measures to ensure that staff are trained specifically in handling mortgage
delinquencies, Loss Mitigation, and loan modifications.




     (7) Procedures and controls to ensure that a final decision regarding a Mortgagor’s
loan modification request (whether on a trial or permanent basis) is made and communicated
to the borrower in writing, including the reason(s) why the Mortgagor did not qualify for
the trial or permanent modification (including the net present value calculations utilized
by the Servicer, if applicable) by the single point of contact within a reasonable period of
time before any foreclosure sale occurs.




     (8) Procedures and controls to ensure that when the Mortgagor’s Mortgage Loan has been
approved for modification on a trial or permanent basis that: (i) no foreclosure or further
legal action predicate to foreclosure occurs, unless the



25









Table of Contents







Mortgagor is deemed in default on the terms of the trial or permanent modification; and
(ii) the single point of contact remains available to the Mortgagor and continues to be
referenced on all written communications with the Mortgagor.




     (9) Policies and procedures to enable Mortgagors to make complaints regarding the Loss
Mitigation or modification process, denial of modification requests, the foreclosure
process, or foreclosure activities which prevent a borrower from pursuing Loss Mitigation or
modification options, and a process for making Mortgagors aware of the complaint procedures.




     (10) Procedures for the prompt review, escalation, and resolution of Mortgagor
complaints, including a process to communicate the results of the review to the Mortgagor on
a timely basis.




     (11) Policies and procedures to ensure that payments are credited in a prompt and
timely manner; that payments, including partial payments to the extent permissible under the
terms of applicable legal instruments, are applied to scheduled principal, interest, and/or
escrow before fees, and that any misapplication of Mortgagor funds is corrected in a prompt
and timely manner.




     (12) Policies and procedures to ensure that timely information about Loss Mitigation
options is sent to the Mortgagor in the event of a delinquency or default, including plain
language notices about loan modification and the pendency of foreclosure proceedings.




     (13) Policies and procedures to ensure that foreclosure, Loss Mitigation, and loan
modification documents provided to borrowers and third parties are appropriately maintained
and tracked, and that borrowers generally will not be required to resubmit the same
documented information that has already been provided, and that Mortgagors are notified
promptly of the need for additional information.




     (14) Policies and procedures to consider loan modifications or other Loss Mitigation
Activities with respect to junior lien loans owned by the Owner or Investor, and to factor
the risks associated with such junior lien loans into loan loss reserving practices, where
the Servicer services the associated first lien mortgage and becomes aware that such first
lien mortgage is delinquent or has been modified.



     (d) Servicer shall provide Investors with month-end collection and delinquency reports
identifying and describing the status of any Mortgage Loans that are Delinquent Mortgage Loans and
Defaulted Mortgage Loans as and to the extent provided for in the Applicable Requirements, and from
time to time as the need may arise, provide Investors with loan service reports relating to any
information which Servicer is otherwise required to provide under a Servicing Agreement.



     (e) Servicer shall offer Loss Mitigation, loan modification and other foreclosure avoidance
agreements and alternatives to Mortgagors, on Investor’s behalf in accordance with Loan
Modification Programs.



26









Table of Contents





     (f) Servicer shall assist in: (i) the foreclosure or other acquisition of the Mortgaged
Property; (ii) the transfer of the Mortgaged Property to HUD or VA, the filing of all reimbursement
claim forms and the collection of any applicable mortgage insurance and Servicer shall be entitled
to receive a claims fee for such filing of reimbursement claims forms and collection of mortgage
insurance as set forth in the Pricing Schedule; and (iii) pending completion of these steps, the
protection of the Mortgaged Property from deterioration. Servicer will have title to such property
acquired in the name designated by Investor. In case of a voluntary deed in lieu of foreclosure,
and purchase by Servicer or Investor for its account, Servicer will protect the resulting REO
Property (and shall be reimbursed as a Servicing Advance) while so owned to the extent required by
the Applicable Requirements and this Agreement.



     (g) Servicer shall reasonably assist and cooperate with Owner in addressing any remedial
actions which may be required by the Owner’s Regulator in connection with foreclosures of Mortgage
Loans commenced or completed by the Prior Servicer; provided however that any such assistance shall
be performed in the manner required by Owner’s Regulator and Servicer shall be reimbursed as a
Pass-Through Expense at a rate of [*] per hour for providing such additional services.



     Section 2.6 Loan Modification Programs. Servicer shall implement each Loan
Modification Program with respect to the Mortgage Loans subserviced under the Agreement to the
extent a Mortgage Loan is eligible for a Loan Modification Program in accordance with the Approval
Matrix. Servicer warrants that it is qualified to participate in each Loan Modification Program.
Servicer has an NPV Tool approved and in place for Mortgage Loans owned by Fannie Mae. Servicer
and Owner agree in good faith to validate and approve an NPV Tool for all Mortgage Loans other than
Mortgage Loans owned by Fannie Mae as soon as reasonably practicable after the date of this
Agreement. In addition, Servicer and Owner agree in good faith to validate and approve an
automated model for determining whether Monthly Advances should be made or are likely to be
Nonrecoverable Monthly Advances, as soon as reasonably practicable after the date of this
Agreement. Notwithstanding the foregoing, Servicer shall not implement HAMP with respect to the
Whole Loan Portfolio.



     Section 2.7 Legal Requirements. Promptly upon its receipt, Owner shall send notice
(on its letterhead) to Servicer of any non published or informal Legal Requirements that it
receives from any regulator, any government agency or instrumentality thereof together with a copy
of such non published or informal Legal Requirement; provided, however, Owner shall only be
obligated to send such notices to the extent Owner desires Servicer to follow such non published or
informal Legal Requirement; provided further, Servicer shall not be obligated to follow any non
published or informal Legal Requirements to extent it has not received notice from Owner of the
same.





 




			
	*	 	[Confidential treatment requested]




27









Table of Contents










ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 3.1 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 Owner as follows:



     (a) Due Organization and Authority. The Servicer 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 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) Ordinary Course of Business. The consummation of the transactions contemplated by
this Agreement is in the ordinary course of business of the Servicer.



     (c) No Conflicts. The execution, delivery and performance of this Agreement by the
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 the Servicer’s ability to perform
its obligations hereunder.



     (d) Ability to Perform. The Servicer 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
Servicer contained in this Agreement.



     (e) No Litigation Pending. There is no action, suit, proceeding or investigation
pending or, to the Servicer’s knowledge, threatened against the Servicer 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 Servicer, or in any material
impairment of the right or ability of the Servicer to carry on its business substantially as now
conducted, or in any material liability on the part of the Servicer, 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 Servicer contemplated herein, or which would be likely to impair materially
the ability of the Servicer to perform under the terms of this Agreement.



     (f) No Consent Required. Except for any notices or approvals required by the Investors
or Insurers, 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 this
Agreement or the consummation of the transactions contemplated in the



28









Table of Contents




Agreement, except those that have been obtained and, to the extent required, remain in full
force and effect. Servicer shall use its commercially reasonable efforts to assist Owner in
obtaining at the earliest practicable date all consents and approvals required to appoint Servicer
as subservicer with respect to the Mortgage Loans.




     (g) Qualifications. Servicer is an approved servicer for Freddie Mac and Fannie Mae,
an approved Ginnie Mae servicer in good standing and qualified by FHA and VA as a lender/mortgagee
and servicer of FHA-insured Mortgage Loans and VA-guaranteed Mortgage Loans. In no event shall
Servicer’s ratings fall below “RPS3” by Fitch, “Average” by Standard & Poors, or below the minimum
ratings required by Freddie Mac during the term of this Agreement; provided however, that in the
event of an industry-wide rating downgrade, a downgrade of Servicer shall not be deemed a breach of
this covenant so long as the downgrade is not more severe than experienced by other subservicers in
the industry.



     (h) Compliance.
The Servicer has in full force and effect (without notice of possible
suspension, revocation or impairment) 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 Servicer to conduct its business as it is presently conducted or the
enforceability of the related Mortgage Note or Mortgage.



     Section 3.2 Owner 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 Owner represents,
warrants and covenants to the Servicer as follows:



     (a) Due Organization and Authority. The Owner is validly existing as a national
banking organization organized under the federal laws of the United States; the Owner has the full
power and authority to execute, deliver and perform this Agreement; the execution, delivery and
performance of this Agreement by the Owner and the consummation of the transactions contemplated
hereby have been duly and validly authorized and the Owner has duly executed and delivered this
Agreement; and this Agreement evidences the valid and binding agreement of the Owner, 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 Owner.



     (c) No Conflicts. The execution, delivery and performance of this Agreement by Owner
will not: (i) conflict with or result in a material breach of any of the terms, conditions or
provisions of the Owner’s organizational documents or any material agreement or instrument to which
the Owner 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 Owner or its property is subject,



29









Table of Contents




which violations would have a material adverse effect on Owner’s ability to perform its
obligations hereunder or impair the value of the Mortgage Loans.




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



     (e) No Litigation Pending. There is no material action, suit, proceeding or
investigation pending or, to the Owner’s knowledge, threatened against the Owner 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 Owner contemplated
herein, or which would be likely to impair materially the ability of the Owner to perform under the
terms of this Agreement.



     (f) No Consent Required. Except for notices and consents that may be required by the
Investors, Insurers and Rating Agencies, 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 Owner of or compliance by the Owner with this Agreement. Owner shall use its commercially
reasonable efforts to obtain at the earliest practicable date all consents and approvals required
to appoint Servicer as subservicer of the Mortgage Loans. As of a Servicing Transfer Date, Owner
shall have obtained all consents and approvals required under the Servicing Agreements, including
from the Rating Agencies, Investors and Insurers to transfer the servicing of the Mortgage Loans to
Servicer.



     (g) Compliance. The Owner has all requisite licenses, permits, qualifications and
approvals to acquire and own the Mortgage Loans and 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.



     (h) FDIC. Pursuant to Section 13(e)(1) of the Federal Deposit Insurance Act, this
Agreement constitutes an agreement that shall be valid against the FDIC in the event the FDIC is
appointed as conservator or receiver of Owner. This Agreement (i) is in writing, (ii) is executed
by Owner and Servicer contemporaneously with the procurement of Servicer’s services, (iii) has been
authorized to be executed by an officer of the Owner pursuant to the authority granted by the board
of directors of Owner, which delegated authority is reflected in the minutes of said board, and
(iv) is from the time of its execution, an official record of the Owner. The De-Boarding Fees
established hereunder, if any, arise at the time such De-Boarding Fees are owed and not at the time
this Agreement is executed.



     (i) Owner has provided, or made available, to Servicer all of the Servicing Agreements in its
possession under which Servicer will be responsible for servicing hereunder. Other than (i) the
Servicing Agreements in Owner’s possession and provided, or made available, to Servicer pursuant to
the preceding sentence or (ii) the Servicing Agreements set forth on Schedule X which Owner did not
provide, or make available to Servicer under which the Servicer will be responsible for servicing
hereunder, there are no other Servicing Agreements under which Servicer will be responsible for
servicing hereunder.



30









Table of Contents





     Section 3.3 Owner’s Representations, Warranties and Covenants for Mortgage Loans.



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



     (a) Ownership. As of the Servicing Transfer Date, the Owner is the sole owner and
holder of the Whole Loan Portfolio and the sole owner and holder of the servicing rights related to
each Mortgage Loan listed on the schedule of Mortgage Loans. The servicing responsibilities
contracted for as of the Servicing Transfer Date have not been assigned or pledged, and the Owner
has good and marketable interest therein, and has full right to transfer the servicing
responsibilities to the Servicer free and clear of any encumbrance, equity, interest, lien, pledge,
charge, claim or security interest, and has full right and authority subject to no interest, or
agreement with, any other party (other than any notice or consent required by law, regulation or
otherwise, to be delivered to the Investors and 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 Servicer. Notwithstanding the foregoing
representations made in this subsection, certain of the Mortgage Loans, including the corresponding
servicing rights, may be subject to a pledge or other security interest created by the Owner in
connection with standard mortgage industry warehouse credit facility arrangements.



     (b) High Cost Loans. It is understood that it is not intended that any Mortgage Loan
will be a High Cost Loan. If a loan is discovered to be a High Cost Loan the Servicer shall notify
the Owner and Owner, with Servicer’s reasonable assistance, shall use its reasonable efforts to
modify the Mortgage Loan such that it no longer qualifies as a High Cost Loan; provided however
that if such Mortgage Loan is not capable of being modified Servicer will retain servicing of such
Mortgage Loan, irrespective of the fact that it remains a High Cost Loan. The Servicer shall not
have any affirmative obligation to determine whether a High Cost Loan satisfies the document
disclosure or other requirements applicable to High Cost Loans.



     (c) Compliance; Enforceability. Except as previously disclosed to the Servicer in
writing and subject to any exceptions that would not materially adversely affect the ability of
Servicer to service the Mortgage Loans: (i) to Owner’s knowledge, each Mortgage Loan conforms in
all material respects to the Legal Requirements; and (ii) to Owner’s knowledge, the Owner and each
other originator or servicer, as applicable, have complied in all material respects 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.



     (d) Servicing Files and Related Materials. Owner shall use commercially reasonable
efforts to ensure the Servicing Files provided to the Servicer by or on behalf of the Owner and its
agent, if applicable, shall contain all documents, instruments and information reasonably necessary
to service the Mortgage Loans in accordance with the Applicable Requirements, which may include
copies thereof.



31









Table of Contents





     (e) Assistance and Cooperation of Owner. If any actions of the Owner 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 Servicer the Owner shall use its commercially
reasonable efforts to perform or cause such Owner Designee to perform such actions in a timely
manner and to cooperate with and assist the Servicer in connection with such actions.



ARTICLE IV

SERVICING OF THE MORTGAGE LOANS




     Section 4.1 Standard and Scope of Service.



     (a) On and after each Servicing Transfer Date, the Servicer will perform its services in a
timely, efficient, professional and workmanlike manner, using personnel who are familiar with the
technology, processes, and procedures to be used to service the Mortgage Loans in accordance with
this Agreement, the Applicable Requirements and the Approval Matrix; provided that in the event of
any conflict between the Applicable Requirements and either this Agreement or the Approval Matrix,
the Applicable Requirements shall control. The Servicer will maintain an adequate organization
structure, managerial resources, and staffing to ensure compliance with this Agreement and the
Applicable Requirements. The Servicer shall make all Servicing Advances as required pursuant to
Section 4.19 and any other applicable provisions of this Agreement. The Servicer 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 Servicing Agreement, any related
Insurance Policy or the Mortgage Loan Documents; provided, however, that the Servicer shall be
entitled to assume that the Mortgage Note and Mortgage may be enforced in accordance with their
respective terms. All actions undertaken by Servicer under this Section 4.1 shall be in accordance
with Applicable Requirements.



     (b) The Servicer shall service the Mortgage Loans on mutually agreed upon Co-branded Basis
terms during the Term of this Agreement. In the event Owner determines that it desires for
Servicer to service the Mortgage Loans on a Private Label Basis, Servicer agrees to service on a
mutually agreed upon Private Label Basis terms subject to compliance with Applicable Requirements.



     Section 4.2 Authority of the Servicer; Delinquencies.



     (a) The Servicer 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
subject to compliance with the Applicable Requirements, this Agreement and Owner’s commercially
reasonable instructions or requests made in accordance with Applicable Requirements.



     (b) The Servicer is hereby authorized and empowered, subject to Applicable Requirements, to
execute and deliver on behalf of the Owner, the Investors, or an Owner Designee, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the



32









Table of Contents




Mortgaged Properties. Upon the request of the Servicer, the Owner shall furnish the Servicer
with a sufficient quantity of Limited Powers of Attorney and other documents necessary or
appropriate, as reasonably specified by Servicer, to enable the Servicer to carry out its servicing
and administrative duties under this Agreement.




     (c) The Servicer will conduct its activities hereunder in accordance with Applicable
Requirements, with particular emphasis on curing any Delinquencies in a commercially reasonable
manner, devoting such personnel and resources as is required to meet or exceed the Approval Matrix,
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 Servicer’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
Servicer will, at its sole discretion, use notices, letters, telephone calls, face-to-face contact
and other responsible collection techniques consistent with the Applicable Requirements to attempt
to cure the Delinquency and will maintain collection records on all contacts with the Mortgagor.
Subject to Applicable Requirements, the Servicer shall have the right, at its sole discretion and
without the approval of the Owner, to:




     (i) determine the timing, manner and amount of contact the Servicer makes with the
Mortgagors; and




     (ii) 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 Servicer shall follow
Applicable Requirements, or if there are no Applicable Requirements, then Servicer shall
follow the Fannie Mae Guidelines.



     (d) Consistent with the terms of this Agreement and Applicable Requirements, the Servicer 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
Servicer’s reasonable and prudent determination such waiver, modification, postponement or
indulgence is not materially adverse to the Owner or the relevant Investor; provided, however, that
the Servicer 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 4.21) or any other act that could reasonably be expected to affect
materially and adversely the Owner’s or the relevant Investor’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 in default or, in
the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, if permitted
under the Applicable Requirements and subject to approval pursuant to the Approval Matrix, may also
waive, modify or vary any term of such Mortgage Loan (including



33









Table of Contents




modifications that would change the Mortgage Interest Rate, forgive the payment of principal
or interest or extend the final maturity date of such Mortgage Loan), accept payment from the
related Mortgagor of an amount less than the stated 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”).




     (f) The Servicer shall provide to the relevant Investor, if required, as soon as practicable
and will use its commercially reasonable efforts to provide to the Investor at least two Business
Days (or such fewer Business Days as remain prior to the applicable foreclosure date) notice of the
Servicer’s intention to submit a bid for the purchase of a senior lien. The Servicer shall comply
with the Investor’s instructions with regard to such bid, provided that the Investor responds prior
to the end of such two Business Day notice period (or such shorter period, if applicable). In the
event that the Investor does not respond within such period, then, subject to Applicable
Requirements, the parties agree that the Investor does not consent to such action and the Servicer
shall incur no liability for failure to submit a bid. Charge-off requirements shall be set forth
in the Approval Matrix.



     (g) Subject to Applicable Requirements, the Servicer further is hereby authorized and
empowered in its own name, when such Servicer, believes it is appropriate in its best judgment to
cause the removal from the registration of any Mortgage Loan on MERS, to execute and deliver, on
behalf of the Investors, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the relevant Investor and its successors and assigns. Servicer shall comply with the
Applicable Requirements (including the MERSCORP membership rules, terms, and conditions) and the
Approval Matrix relating to MERS in all of its MERS activities. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne by the Owner as a
Pass-Through Expense. In no event is Servicer authorized to register a Mortgage Loan that has not
previously been registered on MERS, except with the prior approval of Owner. Servicer shall
develop a written plan to provide for effective processes with respect to MERS activities (the
“MERS Plan”), which MERS Plan will be presented in draft form to Owner no later than the date which
occurs 45 days after the date of this Agreement, with a final MERS Plan to be adopted by Servicer
no later than the date which occurs 60 days after the date of this Agreement; provided however,
Servicer may amend or revise the adopted final plan, as necessary or appropriate consistent with
Applicable Requirements. The MERS Plan shall provide that Servicer shall achieve compliance with
the MERS Plan no later than December 31, 2011 (or such later date as may be agreed upon by the
Owner Regulator for the Prior Servicer to achieve compliance with a plan that addresses the same
subject matter), and the failure of Servicer to comply with the MERS Plan once implemented shall be
deemed to be a breach of this Agreement. The MERS Plan shall provide for the following:



          (1) Processes to ensure that all mortgage assignments and endorsements with respect to
Mortgage Loans out of MERS’ name are executed only by a certifying officer authorized by MERS and
approved by the Servicer.






34









Table of Contents








          (2) Processes to ensure that all other actions that may be taken by MERS certifying officers
(with respect to the Mortgage Loans) are executed by a certifying officer authorized by MERS and
approved by the Servicer.




          (3) Processes to ensure that the Servicer maintains up-to-date corporate resolutions from MERS
for all Servicer employees and third-parties who are certifying officers authorized by MERS, and
up-to-date lists of MERS certifying officers.




          (4) Processes to ensure compliance with all MERS Requirements and with the requirements of the
MERS Corporate Resolution Management System (“CRMS”).




          (5) Processes to ensure the accuracy and reliability of data reported to MERSCORP and MERS,
including monthly system-to-system reconciliations for all MERS mandatory reporting fields, and
daily capture of all rejects/warnings reports associated with registrations, transfers, and status
updates on open-item aging reports. Unresolved items must be maintained on open-item aging reports
and tracked until resolution.




          (6) An appropriate MERS quality assurance workplan, which clearly describes all tests, test
frequency, sampling methods, responsible parties, and the expected process for open-item follow-up,
and includes an annual independent test of the control structure of the system-to-system
reconciliation process, the reject/warning error correction process, and adherence to the
Servicer’s policies and procedures with respect to MERS.




          (7) Servicer shall include MERS and MERSCORP in its Vendor management process, which shall
include a detailed analysis of potential vulnerabilities, including information security, business
continuity, and Vendor viability assessments.




     (h) Subject to Applicable Requirements, the Servicer shall not consent to the placement of any
lien on the Mortgaged Property or any REO Property that would impair the Investor’s lien position
by more than 1% (or if a lesser percentage is provided for under the Applicable Requirements, then
the lesser percentage), without notifying and obtaining the written consent of the Investor.



     (i) Schedule I (Approval Matrix) hereto provides SLAs and a specific description of the
actions which may be taken by the Servicer under the terms of this Agreement and the corresponding
Owner and Investor approval required for such actions.



     (j) Notwithstanding anything contained in this Section 4.2 to the contrary, the Servicer shall
apply the appropriate loss mitigation treatment as identified in and in compliance with Approval
Matrix. Such treatments include, but are not limited to, the Loan Modification Programs. With
respect to Mortgage Loans modified under a Loan Modification Program, in the event of any conflict
among the Loan Modification Program, Schedule I, and/or the Fannie Mae Guidelines, the Loan
Modification Program will govern the subservicing, and to the extent not in conflict with the Loan
Modification Program, Schedule I will govern the subservicing.




35









Table of Contents





     Section 4.3 Collection of Mortgage Loan Payments.





     Continuously from each Servicing Transfer Date, in accordance with the Applicable Requirements
and this Agreement, the Servicer 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 Servicer shall adjust the Mortgage
Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on
the related mortgage payment adjustment date, if applicable, in compliance with the Applicable
Requirements. The Servicer shall execute and deliver any and all necessary notices required to be
sent to Mortgagors under the Applicable Requirements regarding the Mortgage Interest Rate and
Monthly Payment adjustments. Upon the discovery by the Servicer or Owner that the Servicer has
failed to adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related
Mortgage Note and Mortgage, the Servicer shall promptly deposit in the related Custodial Account
from its own funds the amount of any interest loss caused thereby without reimbursement therefor.



     Section 4.5 Duties the Servicer May Delegate.



     (a) Subject to the Applicable Requirements and the limitations set forth in this Section 4.5
and Section 4.17(k), in the ordinary course of business, the Servicer at any time may delegate any
of its duties hereunder (including, without limitation, duties relating to the tracking of tax
payments, tracking insurance, collections activities and Loss Mitigation activities, 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 (each
such Person, a “Vendor”); provided however, an individual REO listing agent managed by Servicer or
a Vendor is not a Vendor for purposes of this Agreement; provided further, however, that no Vendor
shall be responsible for the overall servicing duties of the Servicer hereunder, but may perform
one or more discrete servicing functions identified in Item 1122(d) of Regulation AB under the
direction or authority of the Servicer. Set forth on Schedule VI is a list of all Vendors Servicer
intends to utilize with respect to the Mortgage Loans as of the date of this Agreement. Upon
entering into arrangements with any Vendors other than those specified on Schedule VI to provide
services with respect to the Mortgage Loans, Servicer will provide notice to Owner. Owner shall
have the right to consent to any new Vendor, which consent shall not be unreasonably withheld.
Notwithstanding anything contained in this Agreement to the contrary, the Servicer may, without the
consent of the Owner, retain reasonable and necessary Vendors to perform certain non-customer
facing servicing and loan administration functions that do not involve verbal interactions with
Mortgagors; provided that such Vendors shall conduct such duties in accordance with the Accepted
Servicing Practices and further provided that in no event shall the Servicer delegate any Loss
Mitigation, collection, foreclosure, REO asset management, accounting, or cash management functions
to any Vendor without the consent of Owner. The Servicer shall not engage any Subservicer without
the prior written consent of the Owner, which consent may be withheld in the sole discretion of the
Owner.



36









Table of Contents





     (b) Servicer shall develop a written plan to provide appropriate processes and procedures with
respect to Vendors (the “Vendor Plan”), which Vendor Plan will be presented in draft form to Owner
no later than the date which occurs 45 days after the date of this Agreement, with a final Vendor
Plan to be adopted by Servicer no later than the date which occurs 60 days after the date of this
Agreement; provided however, Servicer may amend or revise the adopted final plan, as necessary or
appropriate consistent with Applicable Requirements. The Vendor Plan shall provide that Servicer
shall achieve compliance with the Vendor Plan no later than December 31, 2011 (or such later date
as may be agreed upon by the Owner Regulator for the Prior Servicer to achieve compliance with a
plan that addresses the same subject matter), and the failure of Servicer to comply with the Vendor
Plan once implemented shall be deemed to be a breach of this Agreement. The Vendor Plan shall
provide for the following:



          (1) Processes to perform due diligence on any proposed and current Vendors performing services
under the Agreement, which diligence shall evaluate the Vendor’s qualifications, expertise,
capacity, reputation, complaints, information security, document custody practices, business
continuity, and financial viability, to ensure adequacy of Vendor staffing levels, training, work
quality, and workload balance. Upon request, the Servicer will provide the results of such due
diligence to Owner. In the event Servicer’s due diligence reveals material deficiencies, Servicer
will require such Vendors to promptly remedy any material deficiencies and take whatever actions
may be necessary or appropriate to ensure Vendors correct such deficiencies or otherwise cease to
utilize such Vendors.




          (2) Appropriate oversight to ensure each Vendor complies with all Applicable Requirements and
the Approval Matrix, to the extent applicable to the services being performed by any Vendors and
any contracts entered into with Vendors shall contain appropriate measures to provide for such
oversight. Such contracts shall include provisions requiring Vendor adherence to Applicable
Requirements and applicable provisions in the Approval Matrix, enforcement provisions in the event
the Vendor fails to comply, and processes to ensure timely action with respect to Vendor
performance failures.




          (3) Periodic reviews of Vendor work products for timeliness, competence, completeness, and
compliance with all Applicable Requirements and applicable provisions in the Approval Matrix, as
well as any complaints received from Mortgagors about the services being provided by a Vendor.




          (4) Processes to ensure that all original records transferred from the Servicer to Vendors
(including the originals of promissory notes and mortgage documents) remain within the custody and
control of the Vendor (unless filed with the appropriate court or the Mortgage Loan is otherwise
transferred to another party), and are returned to the Servicer or designated custodians at the
conclusion of the performed service, along with all other documents necessary for the Servicer’s
files, and that the Servicer retains imaged copies of significant documents sent to Vendors.




          (5) Processes to ensure the accuracy of all documents filed or otherwise utilized on behalf of
the Servicers or the Investors in any judicial or non-judicial foreclosure proceeding, related
bankruptcy proceeding, or in other foreclosure-related litigation, including,





37









Table of Contents







but not limited to, documentation sufficient to establish ownership of the promissory note
and/or right to foreclose at the time the foreclosure action is commenced.




          (6) Processes for periodic reviews of the fee structures for Vendors to ensure that the method
of compensation considers the accuracy, completeness, and legal compliance of foreclosure filings
and is not based solely on increased foreclosure volume and/or meeting processing timelines.




          (7) A certification process for law firms (and recertification of existing law firm Vendors)
that provide residential mortgage foreclosure and bankruptcy services for the Servicer, on a
periodic basis, as qualified to serve as Vendors to the Servicer including that attorneys are
licensed to practice in the relevant jurisdiction and have the experience and competence necessary
to perform the services requested.




     (c) The Servicer shall use reasonable efforts to ensure that each such Vendor 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
Vendor is reputable and capable of providing, the services for which such Vendor is retained. Any
such Vendor shall be retained solely for the Servicer’s account and any servicing fees and
compensation payable to the Vendor shall be at the sole expense of the Servicer; provided however,
that Servicer shall be entitled to reimbursement for such expenses if the expense is otherwise
eligible to be reimbursed as a Servicing Advance, Pass-Through Expense or pursuant to Section
4.17(l). A subservicer approved in writing by the Owner shall be reimbursed for Servicing Advances
in accordance with the terms of the Agreement. The Servicer shall remain liable to the Owner, its
successors and assigns for the performance of the Servicer’s duties and obligations under this
Agreement, notwithstanding the delegation of any servicing function pursuant to this Section 4.5.



     (d) The Servicer shall indemnify and hold the Owner, the Investors, 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 Servicer was at the request of the Owner, Investor, or
Owner Designee; provided, however, that this provision shall not protect the Servicer against any
liability which would be imposed on the Servicer or any its directors, officers, agents or
employees by reason of the Servicer’s willful misconduct, bad faith, negligence or reckless
disregard of its obligations hereunder in following such instructions.



     (e) Notwithstanding the provisions of any agreement or arrangement between the Servicer and a
Vendor, any of the provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Vendor or reference to actions taken through a Vendor or otherwise, the Servicer
shall remain primarily obligated and liable to the Owner for the servicing and administration of
the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Vendor agreements or arrangements or by virtue of
indemnification from the Vendor and to the same extent and under the same terms and conditions as
if the Servicer alone were servicing and administering the Mortgage Loans. All actions of each
Vendor performed pursuant to the related



38









Table of Contents




Vendor agreement shall be performed as an agent of the Servicer with the same force and effect
as if performed directly by the Servicer.




     Section 4.6 Servicing Files.



     (a) Each Servicing File maintained by the Servicer for each Mortgage Loan shall be clearly
identified and marked to reflect the Owner’s ownership of the servicing rights and each Investor’s
ownership of the related Mortgage Loan, shall be kept in accordance with the Applicable
Requirements, and shall contain the following items, to the extent received by the Servicer from
the prior servicer, Owner, or its agent or photocopies of each:




     (i) a copy of the Mortgage Note bearing all intervening endorsements, endorsed “Pay to
the order of “[Investor’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;




     (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 alternative title product, or, if not yet
issued, evidence of the title commitment;




     (vi) a copy of all intervening Assignments of Mortgage with evidence of recording
thereof;




     (vii) a copy of all internal worksheets/calculations, and exception approval forms; and




     (viii) 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 Servicer 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 thereof, to
the extent received by the Servicer from the Owner or its agent, or prior servicer in connection
with the Servicer’s duties under this Agreement:




     (i) the Valuation 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;



39









Table of Contents






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




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




     (vi) foreclosure correspondence and legal notifications, if applicable;




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




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




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



     (d) Upon discovery by the Servicer or the Owner or upon the request of the Owner, the Servicer
will promptly deliver to the Custodian any original Mortgage Loan Document listed in Section 4.6(a)
that comes into the Servicer’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, within sixty (60) days of the execution of any such assumption,
modification, consolidation or extension agreement, Servicer shall provide the original
counterpart(s) thereof to the Custodian.



     Section 4.7 Microfilmed Records.



     The Servicer, at its expense, may duplicate or image the Servicing Files on microfilm,
microfiche, magnetic or electronic media, but may not destroy hard copies of the documents required
to be maintained in Servicing Files without the Owner’s prior consent; provided, however, if
Servicer is under no obligation under the Applicable Requirements to maintain the original contents
of the Servicing Files in hard format, and the Owner 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 Owner.



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



     (a) Subject to Owner Obligations, upon the transfer of title to the Mortgaged Property, the
Servicer, upon the earlier of notice or discovery, shall enforce the due-on-sale clause contained
in any Mortgage Loan, unless (i) the Servicer determines that the enforcement would not be
permitted by the Applicable Requirements; provided, however, that the Servicer 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 Servicer 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



40









Table of Contents




unapproved transfer initiated by the Mortgagor, the Servicer shall notify the Owner and the
relevant Investor, if required (which notice may be pursuant to the reports to the Owner and
Investors 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 Servicer 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
relevant Investor has approved of the assumption in advance, or if the assumption is required by
the Applicable Requirements without the Investor’s approval. 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 Servicer may approve such assumption in accordance with
the Investor’s approval or the Applicable Requirements, as applicable. Subsequent to the
assumption, the new mortgagor shall be deemed to be Mortgagor under this Agreement. The Servicer
shall notify the Owner and the relevant Investor, if required pursuant to Applicable Requirements
of the completion of any approved assumption by the tenth (10th) day of the month following the
month of completion. The Servicer shall provide to the Owner or the Custodian the original
assumption agreement.



     (c) Subject to the Applicable Requirements, the Servicer may charge the related Mortgagor a
reasonable and customary assumption fee and retain such fee as Ancillary Income.



     Section 4.9 Insurance.



     (a) Subject to reimbursement as a Servicing Advance under the terms of this Agreement, and
subject to the Applicable Requirements, the Servicer shall cause each Mortgaged Property and REO
Property to be covered at all times by Hazard Insurance in an amount required under the Fannie Mae
Guidelines. It is further understood and agreed that such Hazard Insurance policy may contain a
deductible clause (in a reasonable amount consistent with Applicable Requirements). 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 Applicable Requirements, the Servicer 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. The
Flood Insurance Policy shall be in an amount representing coverage equal to the lesser of: (i) the
unpaid principal balance of the Mortgage Loan, or (ii) the maximum amount of insurance available
under the Flood Disaster Protection Act of 1973 for the property improvements (and not for the
contents of the property) or as otherwise may be required under the Applicable Requirements. 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 Servicer 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



41









Table of Contents




Servicer 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 Servicer. The
Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer 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) Servicer shall maintain in full force and effect at all times FHA mortgage insurance, or
Private Mortgage Insurance, as required under the Applicable Requirements, in accordance with the
type of Mortgage Loan, and assume responsibility for the payment of the premium thereon for each
Mortgage Loan, subject to reimbursement as a Servicing Advance.



     (c) In the event that the Servicer shall obtain and maintain, at its own expense, a blanket
policy issued by an insurer that is acceptable under the Applicable Requirements and the Fannie Mae
Guidelines (a “Qualified Insurer”) insuring against fire and hazard losses on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to the amount 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 a reasonable
amount consistent with industry practices), in which case the Servicer 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 Custodial Account the amount not otherwise payable under the
blanket policy because of such deductible clause. Upon request of the Owner, the Servicer shall
cause to be delivered to the Owner 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 Owner.



     (d) The Servicer shall prepare and present on behalf of the Investors 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 and Servicer shall be entitled to a fee for such claims as set forth in the
Pricing Schedule. Any proceeds disbursed to the Servicer 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 Servicer’s normal servicing procedures)
shall be promptly deposited in the applicable Custodial Account or the applicable Escrow Account,
as appropriate within two (2) Business Days of receipt.



     (e) In accordance with, and subject to the limitations of Section 4.5, Servicer may engage one
or more insurance claim adjustors for the purpose of negotiating, settling, compromising, enforcing
and otherwise managing insurance claims related to the Mortgaged Property and REO Property.
Servicer shall be reimbursed as a Pass-Through Expense for cost and expenses of such insurance
claim adjustors.




42









Table of Contents






     Section 4.10 Insurance Notices.



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



     Section 4.11 Tax and Flood Contracts.



     The Owner shall deliver, or cause the Prior Servicer to deliver, to Servicer within ten (10)
days of the Servicing Transfer Date, all assignable flood contracts (“Flood Contracts”) and
information with respect to each Mortgage Loan. Owner represents to Servicer that (i) as of the
date of this Agreement, all tax contracts (“Tax Contracts”) with respect to the Mortgage Loans are
for “life of service,” except that if the Prior Servicer elects to pay an upgrade fee to its
vendor, such contracts may be converted to “fully transferable TMS contracts” and (ii) unless the
Prior Servicer pays its vendor to convert the existing Tax Contracts to “fully transferable TMS
contracts,” no Tax Contracts are assignable. If any assignable Flood Contracts and information are
not provided by the Owner or the Prior Servicer within ten (10) days after the Servicing Transfer
Date, then Servicer shall purchase a life of service Flood Contract for each assignable Flood
Contract not delivered to Servicer at the Owner’s cost. For all Tax Contracts and any
non-assignable Flood Contracts, Servicer will purchase a life of service Tax Contract and/or Flood
Contract within fifteen (15) days of the Servicing Transfer Date at the Servicer’s cost (which cost
is not reimbursable by Owner) Notwithstanding the foregoing, the Servicer shall have no obligation
to obtain Tax Contracts with respect to second lien Mortgage Loans.



     Section 4.12 Tax and Insurance Accounts; Tax Service.



     (a) All Escrow Accounts shall be established and maintained in accordance with the Applicable
Requirements for those Mortgage Loans that provide for or otherwise require Escrow Payments. The
Servicer shall reflect in the Tax and Insurance Account the Escrow Funds collected from the
Mortgagor and deposited into the applicable 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 Owner
transfers servicing of the Mortgage Loan to the Servicer, the Servicer must establish a 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 Servicer shall timely
advance to the 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. Whenever possible, these T & I
Advances shall be recovered from the Mortgagor’s subsequent monthly Escrow Payments, Insurance
Proceeds, Liquidation Proceeds from the Owner, pursuant to Section 6.5(a), or as a Servicing
Advance pursuant to Section 6.3(a). 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 Servicer shall comply with all Applicable Requirements
in connection with escrow items, the analysis of the Mortgagor’s Escrow Account and any reports to
the Mortgagor related thereto. Without limiting the foregoing, the Servicer 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.



43









Table of Contents





     (b) For any First Lien Mortgage Loan that is a non-escrowed loan, Servicer shall be
responsible for monitoring whether payments for real estate taxes and assessments are made by the
Mortgagor at the time they first become due. Upon notification that such payments are delinquent,
Servicer shall begin the appropriate notification and letter cycle and upon its completion, in the
event that any real estate taxes or assessments in connection with a Mortgage Loan are or become
delinquent, then the Servicer 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 Servicer 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 Servicer with reasonable proof of hazard insurance in connection with a
Mortgage Loan, the Servicer 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 Servicer shall be reimbursable as a Servicing Advance under the terms of this
Agreement.



     (c) For any Mortgage Loan with an established escrow account, Servicer shall pay items due to
third parties payable out of such escrow accounts before any penalty date if the amount therefore
is available to Servicer or as a Servicing Advance. When applicable, Servicer will pay taxes to
take advantage of any discount from the taxing jurisdiction, if Servicer has been informed of a
discount by the taxing jurisdiction. In the event that any real estate taxes or assessments in
connection with a Mortgage Loan are or become delinquent, then the Servicer 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 Servicer 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 Owner 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 Servicer.



     (d) In the event that a Mortgaged Property has outstanding tax delinquencies prior to the
Servicing Transfer Date that were not reported by either a prior servicer or a prior tax service to
the Servicer, the Servicer 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 Servicer
shall provide prompt notice to Owner upon discovery of any such delinquency and shall take all
reasonable actions required to cure such tax delinquency in accordance with Applicable Requirements
and/or the reasonable instructions of the Owner and relevant Investor. If the Servicer obtains
prior year delinquency information from a prior servicer and/or owner, the Servicer 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 Owner, the cost of such search shall be reimbursed by the Owner
to the Servicer as a Pass-Through Expense.




44









Table of Contents




     Section 4.13 Superior Liens.



     (a) With respect to each Mortgage Loan secured by a junior lien on the related Mortgaged
Property that is not registered with MERS®, the Servicer shall, upon the Owner’s or an Investor’s
request, for the protection of the Owner’s and Investor’s interest, file (or cause to be filed) of
record a request for notice of any action by a superior lien holder in cases in which (i)
applicable state law does not require that a junior lien holder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lien holder’s equity of redemption, and
(ii) local law provides for such a notice to junior lien holders. The Servicer shall, upon the
Owner’s or an Investor’s request, also notify any superior lien holder in writing of the existence
of the Mortgage Loan and request notification of any action (as described below) to be taken
against the Mortgagor or the Mortgaged Property by the superior lien holder. Costs and expenses of
Servicer, if any, in performing the foregoing shall be paid by the Servicer and reimbursed by the
Owner as Pass-Through Expenses in accordance with this Agreement.



     (b) If the Servicer is notified that any superior lien holder has accelerated or intends to
accelerate the obligations secured by the superior lien, or has declared or intends to declare a
default under the superior mortgage or the promissory note secured thereby, or has filed or intends
to file an election to have the Mortgaged Property sold or foreclosed, the Servicer shall take such
actions as are consistent with Applicable Requirements to protect the interests of the Owner, the
Investors, and/or to preserve the security of the related Mortgage Loan. Subject to Applicable
Requirements and the Owner’s prior approval, the Servicer may make a Servicing Advance of the funds
necessary to cure the default or reinstate the superior lien, if the Servicer determines that such
Servicing Advance would satisfy the standard set forth in Section 4.2(c) hereof and would
ultimately be recoverable in full from the net proceeds likely to be realized from such Mortgage
Loan, including the related Mortgaged Property. The Servicer shall thereafter take such action as
Servicer determines is commercially reasonable to recover any such Servicing Advance or as
otherwise provided pursuant to this Agreement.



     Section 4.14 Litigation.



     (a) Subject to Section 2.4(a) and Section 8.1(d) of this Agreement, and Applicable
Requirements and the parameters set forth in the Approval Matrix, Servicer shall be responsible for
management and administration of all threatened and pending loan level litigation, arbitration or
other proceeding before any governmental body, or any investigation or administrative enforcement
action by any governmental body (“Litigation”) relating to the Mortgage Loans, including, but not
limited to, Litigation related to foreclosure, eviction, tax sales, forfeiture actions,
condemnation/eminent domain proceedings, quiet title actions and bankruptcy filings. Servicer
shall provide Owner, as well as the applicable Investor if required, prompt notice upon discovery
of any Litigation. Servicer will provide Owner, as well as the applicable Investor if required,
notice of any threatened or pending claim that is likely to result in Litigation only if required
pursuant to the Approval Matrix. 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 involved in Litigation, the
Servicer 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 Investor agrees
to such reduction. Subject to Applicable Requirements, Servicer shall be responsible for
implementing legal holds (“Legal Holds”), as necessary, with respect to Litigation and threatened
Litigation managed by Servicer. Servicer shall also cooperate with



45









Table of Contents




Owner, at Owner’s request, in implementing Legal Holds with respect to Litigation and
threatened Litigation managed by Owner.




     (b) Subject to Applicable Requirements, (i) Servicer shall reasonably assist the Owner or
applicable Investor in its response to subpoenas and other requests for information seeking
disclosure of information relating to Mortgage Loans; and (ii) Servicer shall respond, on behalf of
the Owner or applicable Investor, to letters purporting to be qualified written requests under the
Applicable Requirements.



     (c) The associated costs of protecting the Investor’s interest in Litigation or threatened
Litigation shall be paid as Servicing Advances in accordance with this Agreement (unless such costs
are subject to Servicer’s indemnification obligation in Section 8.2). Servicer shall not, without
the prior written consent of Owner, settle or compromise any claim or any such Litigation against
Owner or any of its Affiliates arising out of or relating to any such Litigation, other than any
such settlement involving solely the payment of money damages not to
exceed [*] in any one (1) instance up to an aggregate of [*] for
all such settlements, during any calendar quarter. Servicer must obtain the prior written consent
of Owner for any settlements that cause this quarterly aggregate number to be exceeded.



     (d) Subject to each party’s indemnification obligation in Section 8.1 and Section 8.2, as
applicable, and further subject to Section 2.4(a) and Section 8.1(d), each party shall be
responsible for management and administration of its defense of any class action Litigation in
which such party or any of its Affiliates is a defendant. Servicer shall cooperate in obtaining or
making available information or documents respecting Mortgage Loans involved in all Litigation,
including class action Litigation, as may be reasonably requested or required by Owner or its
counsel. Owner shall reimburse Servicer for any out-of-pocket costs that Servicer incurs in
connection with any assistance provided to Servicer for such class action Litigation as a
Pass-Through Expense (unless such costs are subject to Servicer’s indemnification obligation in
Section 8.2).



     Section 4.15 Foreclosure Procedures.



     (a) The Servicer shall, consistent with Applicable Requirements, attempt to realize upon
Defaulted Loans in a manner reasonably intended to maximize the net present value of principal and
interest payable to the Investor, taking into account, among other things, the timing of
foreclosure proceedings. In the event that any payment(s) due under any Mortgage Loan remains
delinquent and as to which no satisfactory arrangement can be made for collection of delinquent
payments pursuant to Loss Mitigation, and Servicer determines that such payment(s) are unlikely to
be collected from the Mortgagor, the Servicer may, if it deems it advisable, order one or more
Valuations (in the form required under Applicable Requirements) or property inspections with
respect to the related Mortgaged Property, and may commence foreclosure proceedings in accordance
with Applicable Requirements and the Approval Matrix. Subject to Applicable Requirements, Servicer
shall provide notice upon discovery that Owner holds a junior lien position on Mortgaged Property
in which the Servicer is contemplating commencing foreclosure proceedings. The decision of the
Servicer to foreclose on a Defaulted Mortgage Loan shall be subject to a determination by the
Servicer in accordance with Applicable



 



			
	*	 	[Confidential Treatment Requested]



46









Table of Contents




Requirements that the proceeds would exceed the costs and expenses of bringing such a
proceeding. Subject to Applicable Requirements, the proceeds will be applied first to reimburse
the Servicer for any related unreimbursed Servicing Advances and Servicing Fees. The Servicer
shall from its own funds, subject to reimbursement pursuant to Section 6.3 and Section 4.19(a) make
all necessary and proper Servicing Advances; provided, however, that the Servicer shall have no
obligation to advance any amount that the Servicer determines is likely to be a Nonrecoverable
Servicing Advance.




     (b) The Servicer shall initiate, carry out, complete or perform any foreclosure proceeding in
the name of the Owner, Investor, or Owner Designee per Applicable Requirements.



     (c) In connection with a foreclosure or other conversion, the Servicer 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 Applicable Requirements with respect to mortgage loans in
foreclosure or similar proceedings. In the event that foreclosure results in a deficiency and Legal
Requirements permit and consistent with Owner Obligations, the Servicer shall continue to perform
collection services in accordance with a mutually agreed upon receivable collection agreement to be
negotiated with the Owner.



     (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 Servicer 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 Owner or Investor otherwise
requests, an environmental inspection or review of such Mortgage Property conducted by a qualified
inspector shall be arranged for by the Servicer. Upon completion of the inspection, the Servicer
shall promptly provide the Owner and Investor with a written report of environmental inspection.
All costs incurred by the Servicer 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 Servicer (i) shall promptly notify the Owner and the Investor, if required, 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 Servicer 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 an Valuation obtained by the Servicer 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 Servicer shall, in its reasonable judgment and in accordance with
Applicable Requirements, proceed with foreclosure or acceptance of a deed in lieu of foreclosure
and the Servicer 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 Servicer does not proceed with foreclosure or acceptance of a deed in
lieu of foreclosure pursuant to the first sentence of this paragraph, the Servicer shall be
reimbursed for all Servicing Advances and the Servicer shall



47









Table of Contents




have no further obligation to service such Mortgage Loan under the provisions of this
Agreement.




     Section 4.16 Reinstatement of Mortgage Loans.



     If the Mortgagor offers full reinstatement of the Mortgage Loan during the foreclosure
process, the Servicer 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 Servicer 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 Servicer will contact the attorney or
trustee promptly to avoid incurring additional legal costs or fees. The Servicer will apply the
funds upon receipt. If the Mortgage Note and other Mortgage Loan related documents were delivered
to the Servicer by the Owner or the Custodian in connection with the Mortgagor’s delinquency, the
Servicer will return the Mortgage Note and other Mortgage Loan related documents to the Owner or
the Custodian to be included in the Mortgage Loan Documents upon receipt of the reinstatement funds
from the Mortgagor.



     Section 4.17 Servicing REO Property.



     (a) Subject to Applicable Requirements, 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 relevant
Investor. Subject to Applicable Requirements 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
Servicer, then the deed shall be issued in the name of the relevant Investor. The Servicer shall
cooperate with the Investors 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.



     (b) The Servicer shall manage, conserve, protect, and operate each REO Property in accordance
with Applicable Requirements, either through itself or through an agent selected by the Servicer,
and in the manner that similar property in the same locality as the REO Property is managed. If the
Servicer deems it advisable, the Servicer may, in accordance with Applicable Requirements, order
one or more Valuations (in the form required by Applicable Requirements) with respect to the REO
Property. The Servicer shall attempt to sell such REO Property on such terms and conditions as the
Servicer deems to be in the best interest of the Investors. Pursuant to the terms of the applicable
Limited Power of Attorney, the Servicer shall be authorized to execute and deliver on behalf of the
Investors, all deeds, instruments of transfer and other closing documentation necessary and
desirable to implement the disposition of REO Property.



     (c) The Servicer shall deposit or cause to be deposited, on a daily basis in the Custodial
Account, all revenues received 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.



48









Table of Contents





     (d) The Servicer 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.



     (e) Each REO Disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as the Investor, in its reasonable judgment, approves and provided the sales
price and the related terms and conditions are results of arm’s-length negotiation. If, as of the
date title to any REO Property was acquired by the Servicer, there were outstanding unreimbursed
Servicing Advances with respect to the REO Property, the Servicer, 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 Servicer as provided above, shall be deposited within two (2) Business
Days of receipt in the Custodial Account following receipt thereof for distribution on the next
Remittance Date.



     (f) The Servicer 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 Servicer 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 Servicer to the Owner and the Investors upon request. That statement shall be accompanied by
such other information as the Owner and the Investors shall reasonably request.



     (g) Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by an
Investor, or pursuant to a deed in lieu of foreclosure, the Servicer shall submit to the Owner and
the Investor, as required, a liquidation report with respect to such Mortgaged Property.



     (h) The Servicer shall use reasonable efforts to dispose of the REO Property as soon as
practicable and shall sell such REO Property in any event in accordance with Applicable
Requirements and the Approval Matrix.



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



     (j) In the event that Owner requests the transfer of a serviced REO Property from the
Servicer, all costs incurred by the Servicer in marketing the subject REO Property (prior to the
Owner’s transfer request) shall be reimbursable as a Servicing Advance. Additionally, any costs
and/or penalties payable by the Servicer to a third party (to which Servicer 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.



     (k) The Servicer shall deposit or cause to be deposited, on a daily basis in the Custodial
Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the REO



49









Table of Contents




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 Servicer.




     (l) In accordance with, and subject to the limitations of, Section 4.5 and Section 4.17(k),
the Servicer has the right to outsource the management, conservation, protection and operation of
REO Property to a third party including to an Affiliate, which arrangement will result in fees to
the Owner. In such event, Owner agrees to be responsible for all such fees.



     Section 4.18 Satisfactions.



     (a) Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for such purposes, the
Servicer will promptly notify the Investor, or its custodian or designee, by a certification of a
servicing officer of the Servicer, which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are required to be
deposited in the applicable Custodial Account have been or will be so deposited, and shall request
execution of any document necessary to satisfy the Mortgage Loan.



     (b) Subject to Applicable Requirements, the Servicer is hereby authorized and empowered to
execute and deliver on behalf of itself, the Owner, and the Investors 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 Servicer shall take all actions necessary to satisfy
mortgages and release their liens in a timely manner and in any event within the time periods
required under the Legal Requirements. Once the required release or satisfaction documents are
executed and recorded, if applicable, and the Mortgage Note is canceled, the Servicer 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 Servicer 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 Requirements). The Servicer shall 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 within the time periods required under the Legal
Requirements. In connection with any such payment in full, the Servicer shall be responsible for
causing MERS to indicate that the applicable Mortgage Loan has been paid in full and the lien on
the related Mortgaged Property has been released in accordance with this Agreement by including in
such computer files the information required by MERS in order to reflect such payment in full and
release.



     (c) No expense incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account or the Owner. The Servicer may not seek
reimbursement from the Owner or the Mortgagor for any penalty fee that the Servicer has to pay
because the Servicer failed to process any release or satisfaction documents within the required
time frame. Notwithstanding the foregoing, where the Owner or its designee or the Custodian must
execute and deliver to Servicer a document, or take any other action, in order for the Servicer to
effect a release or satisfaction and Servicer has timely notified the Owner, its designee or the
Custodian, the Owner, its designee, or the Custodian, or prior servicer must act in the time limit
prescribed hereunder (i.e., as in Section 2.3(c) above). If the Owner, its designee, or the
Custodian fails to do so, the Servicer may seek reimbursement from the Owner for any



50









Table of Contents




penalty that the Servicer pays because the release or satisfaction was not processed in the
required time frame as a result of Owner’s failure, its designee’s failure or the Custodian’s
failure to act in a timely manner as a Servicing Advance under the terms of this Agreement. Subject
to Applicable Requirements, the Servicer shall generally follow the procedures set forth in the
Fannie Mae Guidelines regarding satisfactions of mortgages.




     Section 4.19 Servicing Advances and Pass-Through Expenses




     (a) The Servicer shall fund all Servicing Advances provided for in this Agreement subject to
reimbursement as provided herein. For all Servicing Advances and Pass-Through Expenses incurred
for the Whole Loan Portfolio and under any Servicing Agreement, prior to 12:00 pm (central time)
each Business Day, Servicer shall notify Owner of the total dollar amount of Servicing Advances and
Pass-Through Expenses to be made on such day, and Owner shall pay Servicer prior to 4:30 pm
(central time) on such day an amount sufficient to pay for all such Servicing Advances and
Pass-Through Expenses. Subject to Applicable Requirements and Section 6.3 and Section 6.5 hereof,
Servicer shall withdraw funds from the Custodial and Escrow Accounts for reimbursement of Servicing
Advances and Pass-Through Expenses previously paid to Servicer by Owner pursuant to the preceding
sentence, and reimburse Owner for such Servicing Advances and Pass-Through Expenses paid to
Servicer.



     The failure of Owner to remit any payment required in this Section 4.19 within the required
timeframe (and cure period provided in Section 9.1(k)) shall constitute an Event of Default under
Section 9.1(k) which will allow the Servicer to (i) terminate this Agreement in accordance with the
terms and conditions of Section 10.2 and (ii) immediately terminate its obligation to fund further
Servicing Advances hereunder.



     (b) 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, Servicer shall not assume Owner’s obligations, or have any duty or obligation to
make Monthly Advances.



     (c) The Servicer 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. Upon request, the Servicer will provide to Owner documentation
substantiating that any costs or expenses incurred as Servicing Advances or Pass-Through Expenses
are reasonable and customary in accordance with Accepted Servicing Practices.



     Section 4.20 Mortgage Loan Transfers.



     (a) The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans,
an Investor may effect one or more Whole Loan Transfers without the Servicer’s prior consent. With
respect to each Whole Loan Transfer entered into by an Investor, the Servicer agrees:




     (i) to cooperate fully with Investor and any prospective purchaser with respect to all
reasonable requests and due diligence procedures including participating in meetings with
Rating Agencies, bond insurers and such other parties as Investor shall



51









Table of Contents







designate and participating in meetings with prospective purchasers of the Mortgage
Loans or interests; provided that Servicer shall not be responsible for payment of any
charges assessed by the Rating Agencies for the Rating Agencies’ reviews in connection with
a Whole Loan Transfer;




     (ii) to cooperate with Investor and any prospective purchaser with respect to the
preparation, endorsement, assignment, or delivery, as the case may be, of any of the
Mortgage Loan Documents and other related documents, with respect to servicing requirements
reasonably requested by the rating agencies and credit enhancers;




     (iii) to execute each reconstitution agreement in connection with any such transfer;
subject to and conditioned upon the following: (1) the Servicer shall be paid a monthly
servicing fee thereunder that is mutually agreed upon at reconstitution; and (2) with
respect to those Mortgage Loans that will be included as part of the loan pool under such
reconstitution agreement, the Servicer shall have been transferred the servicing of such
Mortgage Loans under this Agreement prior to the first remittance period under such
reconstitution agreement;




     (iv) to execute all agreements required to be executed by the Servicer in connection
with such Whole Loan Transfer provided that any such agreements be substantially similar
with the terms hereof and impose no different duties, liabilities obligations or any
adverse change in pricing upon the Servicer than those set forth herein and provided that in
the event such agreements is not substantially similar with the terms hereof or require
different or additional duties than contemplated herein or any adverse change in pricing,
the Servicer shall not be required to execute such agreements unless the terms are mutually
agreed upon by the parties to such agreements;




     (v) to make reasonable and customary representations and warranties regarding Servicer;
and




     (vi) to deliver to Investor and to any Person designated by Investor, such legal
documents, in-house opinions of counsel, and outside legal opinions as are customarily
delivered by servicers and reasonably determined by Investor to be necessary in connection
with Whole Loan Transfers; provided, however, that: the cost of any such opinions of outside
counsel (other than customary corporate opinions as to organization, existence and
authorization) that may be required shall be approved by Investor in advance, paid by the
Servicer and reimbursed by the Investor as Pass-Through Expenses, in accordance with this
Agreement.



     (b) The Servicer agrees that with respect to some or all of the Mortgage Loans, an Investor
may effect one or more Pass-Through Transfers without the Servicer’s prior consent. With respect to
each Pass-Through Loan Transfer entered into by an Investor, the Servicer agrees:




     (i) to cooperate fully with Investor and any prospective purchaser with respect to all
reasonable requests and due diligence procedures including participating in meetings with
rating agencies, bond insurers and such other parties as Investor shall



52









Table of Contents







designate and participating in meetings with prospective purchasers of the Mortgage
Loans or interests therein and providing information reasonably requested by such purchasers
provided that Servicer shall not be responsible for payment of any charges assessed by the
Rating Agencies for the Rating Agencies’ reviews in connection with a Pass-Through Loan
Transfer;




     (ii) to cooperate with Investor and any prospective purchaser with respect to the
preparation, endorsement, assignment, or delivery, as the case may be, of any of the
Mortgage Loan Documents and other related documents, with respect to servicing requirements
reasonably requested by the rating agencies and credit enhancers;




     (iii) to execute each reconstitution agreement in connection with any such transfer;
subject to and conditioned upon the following: (1) the Servicer shall be paid a monthly
servicing fee thereunder to be mutually agreed upon at reconstitution; and (2) with respect
to those Mortgage Loans that will be included as part of the loan pool under such
reconstitution agreement, the Servicer shall have been transferred the servicing of such
Mortgage Loans under this Agreement prior to the first remittance period under such
reconstitution agreement;




     (iv) to execute all agreements required to be executed by the Servicer in connection
with such Pass-Through Loan Transfer provided that any such agreements be substantially
similar with the terms hereof and impose no different duties, liabilities, obligations or
any adverse change in pricing upon the Servicer than those set forth herein and provided
that in the event such agreements is not substantially similar with the terms hereof or
requires different or additional duties than contemplated herein or any adverse change in
pricing, the Servicer shall not be required to execute such agreements unless the terms are
mutually agreed upon by the parties to such agreements;




     (v) to make reasonable and customary representations and warranties regarding Servicer;




     (vi) to deliver to Investor for inclusion in any prospectus or other offering material
such relevant information regarding Servicer, its financial condition, and its mortgage loan
delinquency, foreclosure and loss experience and any additional information requested by
Investor, or as is otherwise reasonably requested by Investor and which Servicer is capable
of providing without unreasonable effort or expense, and to indemnify Investor and its
Affiliates for Servicer’s material misstatements contained in such information and for
Servicer’s omission of any material facts necessary to make Servicer’s statements therein,
in the light of the circumstances under which they were made, not misleading;




     (vii) to deliver to Investor and to any Person designated by Investor, at Investor’s
expense, any such additional statements and audit letters of reputable, certified public
accountants pertaining to information provided by Servicer as shall be reasonably requested
by Investor;



53









Table of Contents






     (viii) to deliver to Investor and to any Person designated by Investor, such legal
documents, in-house opinions of counsel, and outside legal opinions as are customarily
delivered by servicers and reasonably determined by Investor to be necessary in connection
with Pass-Through Transfers; provided, however, that: (1) such in-house opinions of counsel
for a Pass-Through Transfer are to be in a form reasonably acceptable to Investor; and (2)
the cost of any such opinions of outside counsel (other than customary corporate opinions as
to organization, existence and authorization) that may be required shall be approved by
Investor in advance paid by the Servicer and reimbursed by the Investor as Pass-Through
Expenses, in accordance with this Agreement; and




     (ix) to make and deliver such certifications required by servicers pursuant to Section
3.2(a) of the Sarbanes-Oxley Act of 2002.



     (c) All Mortgage Loans sold pursuant to a Whole Loan Transfer or Pass-Through Transfer shall
no longer be subject to this Agreement, unless the servicing rights with respect to such Mortgage
Loans are retained by Owner. If the servicing rights to such Mortgage Loans are retained by Owner,
then such Mortgage Loans shall continue to be serviced in accordance with the terms of this
Agreement and with respect thereto this Agreement shall remain in full force and effect.



     Section 4.21 Prepayment Penalties.



     (a) Upon receipt of a request for a payoff, if the information provided by the Owner or the
Prior Servicer to the Servicer indicates that a prepayment penalty is applicable with respect to a
Mortgage Loan, the Servicer 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 Servicer shall have no
obligation to collect, or make payments to the Owner with respect to, any prepayment penalties,
Late Fees, or other fees or items which are prohibited under Legal Requirements. In addition, the
Servicer may also waive, in whole or in part, any such fees mentioned in the preceding sentence if:
(i) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership
or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a
foreclosure or other involuntary payment or (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of
total proceeds taking into account the value of such fees and the related Mortgage Loan.



     (b) Upon transfer of servicing of a Mortgage Loan to the Servicer, if the servicing transfer
tape or data provided to the Servicer indicates that such Mortgage Loan has a prepayment penalty,
then the Servicer 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 4.21, in no event will the Servicer 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. If the Servicer 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




54












Table of Contents




action or omission of the Servicer, other than as permitted above, the Servicer shall deposit
from its own funds without any right of reimbursement therefor the amount of such prepayment
penalty (or such portion thereof as had been waived for deposit) in the Custodial Account for
distribution in accordance with the terms of this Agreement.




     Section 4.22 Restoration and Repair.



     Subject to Applicable Requirements, the Servicer need not obtain the approval of the Owner or
Investors 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 Applicable Requirements and the terms of this Agreement. If Insurance Proceeds
or Condemnation Proceeds exceed the amount set forth in the Approval Matrix, the Servicer shall
comply with the following conditions in connection with any such release:




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




     (ii) the Servicer 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 materialmen’s liens;




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




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



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



     The Servicer shall inspect the Mortgaged Property as often as is deemed necessary by the
Servicer 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 Servicer shall immediately
inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with
Applicable Requirements. The Servicer shall keep a written report of each such inspection. If
Servicer has knowledge of a vacant or abandoned Mortgaged Property, then Servicer shall secure such
vacant or abandoned Mortgaged Property if and as required by the Applicable Requirements.



     Section 4.23 Fidelity Bond, Errors and Omissions Insurance.



     The Servicer shall maintain, at its own expense, a blanket Fidelity 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 Fidelity Bond shall be in the form of the
Mortgage Banker’s Blanket Bond and shall protect and insure the Servicer against losses, including
forgery, theft, embezzlement, misrepresentation and fraud. The errors and omissions insurance
policy shall protect and insure the Servicer against losses due to errors



55









Table of Contents




and omissions and negligent acts of such Persons. Such errors and omissions insurance policy
shall also protect and insure the Servicer 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 4.23 requiring the Fidelity Bond and errors and omissions insurance
policy shall diminish or relieve the Servicer 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 Owner, the Servicer shall cause to be delivered to the Owner a certified true
copy of the Fidelity Bond and errors and omissions insurance policy and a statement from the surety
and the insurer that such Fidelity 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 Owner.




     Section 4.24 Repurchases and Indemnification of Investors.



     (a) Servicer shall promptly notify Owner, but in any event within ten (10) Business Days of a
repurchase, make-whole, or indemnification request or withdrawal of any such request that Servicer
receives from any Investor or Insurer with respect to a Mortgage Loan, and Servicer shall not
process any such request without Owner’s prior consent, and where required Investor notification
and consent. Each notice shall include the following information, if such information is
reasonably available to Servicer: (i) the date the request or withdrawal of such request was
received by Servicer, (ii) the Mortgage Loan that is the subject of the request, (iii) the identity
of the person making the request, (iv) the basis for the repurchase request, and (v) any written
correspondence from the person making the repurchase request to the extent related to such request.
The Servicer will not accept any oral repurchase request, and the Servicer shall direct any person
making an oral repurchase request to submit such request in writing. Owner shall be solely
responsible for determining whether to honor any such request. Servicer shall provide Owner in a
reasonably timely manner with access to such information and computer systems as may be required to
respond to such requests as may be required to allow Owner to review the Mortgage Loan information
relating to the repurchase or indemnification request, to pursue remedies against third party
originators as provided below, and to otherwise carry out its obligations.



     (b) If Owner is required to repurchase a Mortgage Loan or indemnify an Investor or Insurer
with respect to a Mortgage Loan that was originated by a third party originator or broker, Owner
shall repurchase such Mortgage Loan, or indemnify such Investor or Insurer with its own funds and
be responsible for complying with Applicable Requirements including any notice requirements and for
the pursuit of any remedies against such third party originator.



     (c) Upon receipt of a Mortgagor request to convert a Mortgage Loan, the related Mortgage Note
and/or Mortgage that contains a conversion feature, Servicer shall implement such request, as
provided for in the Mortgage Loan Documents and Applicable Requirements. If, upon such conversion,
Applicable Requirements provide for the repurchase of such Mortgage Loan, Owner shall implement and
fund such repurchase using its own funds.



56









Table of Contents





     (d) Upon Owner’s repurchase of any mortgage loans that are not being serviced by Servicer at
the time of repurchase, the servicing of such mortgage loans shall be transferred to Servicer upon
notice by Owner to Servicer in accordance with Section 2.1(a). Upon repurchase by Owner, Servicer
shall thereafter account for all repurchased mortgage loans as Mortgage Loans owned by Owner and
shall service such repurchased Mortgage Loans in accordance with the terms of this Agreement and
for each Mortgage Loan repurchased and serviced hereunder, Servicer shall be entitled to a Mortgage
Loan boarding fee as set forth in the Pricing Schedule. The Parties acknowledge that Owner may
elect to sell such repurchased Mortgage Loans to a third Person following such repurchase, and
Servicer agrees to reasonably cooperate with and assist Owner in any such sale and to provide or
obtain reasonably required information related to such repurchased Mortgage Loans.



     Section 4.25 Disaster Recovery Plan. Servicer will maintain a disaster recovery plan
that complies with the Applicable Requirements, and ensure that Vendors utilized in accordance with
Section 4.5 have appropriate disaster recovery plans. Servicer will provide Owner or the Owner
Regulator a copy upon request. Any updates to the disaster recovery plan shall be provided to
Owner within thirty (30) days of such update. Servicer shall not diminish or eliminate the level
of service provided pursuant to this Agreement under the disaster recovery plan without Owner’s
prior written consent. In addition, Servicer shall: (a) provide Owner with a copy of any third
party certification report(s) that review and/or certify the disaster recovery plan within thirty
(30) days after receipt by Servicer and (b) upon Owner’s requests from time to time, allow Owner,
the Owner Regulator or their agents on a annual basis to review the disaster recovery plan
procedures. The disaster recovery plan shall, at a minimum, include provisions and procedures to
address physical security, fire protection, power supplies, loss of cooling/air conditioning,
backup of computer equipment, hardware and software change control procedures, and communication
and/or connectivity, but would not cover network components outside of Servicer’s maintenance
responsibility. Servicer will perform disaster recovery exercises at least once per year or as
otherwise may be required under the Applicable Requirements. Prior to each exercise, Servicer will
provide Owner with written notice thereof, and Owner has the option of attending the exercise at
its own expense. At the time an actual disaster occurs, the applicable business continuity and
disaster recovery plans will be implemented by Servicer providing no preferential treatment for
individual similarly situated commercial enterprises. Communication of activities during any such
events that affect the services provided under this Agreement, including notification to Owner,
will follow normal escalation procedures.



     Section 4.26 Prohibited Conduct. Servicer acknowledges that federal law (18 U.S.C.
215) and Owner policy prohibit conduct that amounts to a breach of trust or a corrupting influence
on company transactions when an employee has asked for or accepted something of value, intending to
be influenced or rewarded in connection with any business or transaction of Owner. Servicer agrees
that it will not take any actions in violation of said law or policy and will notify Owner promptly
if Servicer learns of a violation of potential violation thereof in the course of the performance
of its obligations under this Agreement.




57









Table of Contents





     Section 4.27 Insurance. 




     (a) Throughout the term of this Agreement and for a period of two (2) years thereafter,
Servicer shall maintain in force, at its sole expense, an insurance policy or policies to include
the following coverage:




     (i)
Commercial General Liability Insurance, with a limit not less than
$[*] per
occurrence and an aggregate limit of $[*]. Servicer shall cause its insurer to name
Owner as an additional insured for its Commercial General Liability coverage. If the
Commercial General Liability insurance contains an aggregate limit, it shall apply
separately to work or Services or other Deliverables performed or provided under this
Agreement. Commercial General Liability insurance shall be written on the current version
of ISO occurrence form CG 00 01, or substitute form providing equivalent coverage, and shall
cover liability arising from premises, operations, independent contractors,
products-completed operations, personal and advertising injury, and liability assumed under
an insured contract including the tort liability of another assumed in a business contract.
Owner and all of its Affiliates receiving services hereunder shall be named as additional
insureds on such policy.




     (ii) Commercial Automobile Liability Insurance with a limit of not less than $[*]
per each accident covering liability arising out of any automobile, including owned, hired,
and non-owned automobiles. Coverage shall be written on the most current version of ISO
form CA 00 01 or a substitute form providing equivalent coverage. Owner and all of its
Affiliates receiving hereunder shall be named as additional insureds on such policy.




     (iii) Workers’ Compensation Insurance for all of Servicer’s employees and officers
engaged in the performance of the Agreement that meets the statutory limits of the states in
which Servicer operates and all applicable federal statutes and regulations; provided,
however, that if workers’ compensation coverage is provided in a monopolistic state, a
Certificate of Premium Payment or similar certificate from the Workers’ Compensation Bureau
or other appropriate governing agency in each such state is acceptable to evidence such
coverage.




     (iv) Employers Liability Insurance for all of Servicer’s employees and officers engaged
in the performance of this Agreement, with minimum limits of $[*] per accident for
bodily injury by accident and $[*] per employee for bodily injury by disease.



     (b) All coverage must be provided by insurance companies that are financially sound with a
rating of A or higher by A.M. Best. On an annual basis, Servicer shall provide to Owner, at the
primary notice address provided below, with certificates of insurance, executed by a duly
authorized representative of each insurer, evidencing Servicer’s compliance with the insurance
provisions of this section and indicating the insurance company’s A.M. Best rating. All
certificates shall provide that Servicer’s insurers shall endeavor to provide at least thirty (30)
days’ written notice to Owner prior to cancellation or non-renewal of any insurance required in
this section. All insurance policies required hereunder shall include a waiver of any right of
subrogation the insurer may have against Owner. The insurance coverage under all policies shall be
primary with respect to Owner, and the carrier thereof shall be liable up to and including the



 





			
	*	 	[Confidential treatment requested]






58









Table of Contents




total limit of liability set forth in the declaration without right of contribution from any
other insurance company insuring Owner. The insurance provisions of this Agreement are not
intended to diminish, limit, increase or expand any indemnification obligations on the part of
Servicer or limitations on liability as expressly set forth in the Agreement.




     Section 4.28 Sale of Servicing. Subject to the terms of this Agreement, in the event
Owner desires to sell all or a portion of its servicing rights with respect to the Mortgage Loans
(and the Mortgage Loans, if owned), Owner may, but is not required to, invite Servicer to make a
proposal to purchase the servicing rights associated with some or all of the Mortgage Loans (and
the Mortgage Loans, if owned). Servicer may, in its discretion, determine whether to make an offer
in response to any such invitation.



     Section 4.29 Optional Products. Servicer, through its subsidiary Harwood Service
Company, LLC, shall assist Owner (i) in creating marketing files per mutually agreed upon
specifications for any direct mail campaigns and, upon request, providing same to Owner or its
designee, (ii) in capturing associated toll-free numbers provided by vendors to provide to
customers to direct calls, (iii) in reconciling files based upon additions and deletions, including
providing exception reporting, (iv) in creating optional product billing on mortgage billing
statements based on plan codes, (v) in collecting optional product premiums, including insurance
product premiums, and forwarding such premiums monthly, based upon plan code specifications, to
Owner or its designee, (vi) by forwarding optional product enrollment forms received from
Mortgagors and forwarding the same on a weekly basis to Owner or its designee (vii) by including
optional product solicitations, based upon mutually agreed upon marketing specifications, in its
monthly billing statements sent to Mortgagors and (viii) forwarding any phone calls received from
Mortgagors requesting optional products or information relating to optional products to Owner or an
Owner Designee, in each case, with respect to the optional products set forth in Schedule VIII
attached hereto (the “Optional Product Services”). Any additional optional product type that
require services materially different from the above that Owner desires to be included in Optional
Product Services, or any additional marketing services that are materially different from the
above shall be mutually agreed upon by the parties. Servicer, or its insurance agency designee,
shall be paid the fees for performing the Optional Product Services as set forth in Schedule II.
On or prior to the seventh Business Day of each month, Servicer shall provide to Owner a report
which details (i) Owner’s aggregate gross revenues for the Optional Product Services after payment
of all third party vendors, (ii) Owner’s gross revenue for each optional product type, and (iii)
Servicer’s fees for performing the Optional Product Services, in each case, for the prior month
period. On or prior to the seventh Business Day of each month, Servicer shall pay to Owner via
wire transfer of immediately available funds to an account specified by Owner the revenues for the
Operation Product Services net of the fees owed to third party vendors and to Servicer for
performing the Optional Product Services for the prior month.




59









Table of Contents







ARTICLE V

COMPENSATION TO THE SERVICER




     Section 5.1 Compensation to the Servicer.







     (a) With respect to each Mortgage Loan, as compensation for its services under this Agreement
the Servicer shall be entitled to the fees (collectively, the “Servicing Fees”) set forth
on the Pricing Schedule attached hereto as Schedule II. On or prior to the seventh
(7th) Business Day of each month, Servicer shall provide to Owner an invoice for the
Servicing Fees in the format described in the SLAs. Owner shall be obligated to pay the Servicing
Fees to Servicer by wire transfer of immediately available funds to an account designated in
writing by Servicer on the next Business Day following the receipt of such invoice.



     (b) As additional servicing compensation, the Servicer shall be entitled to retain all
Ancillary Income with respect to the Mortgage Loans.



     (c) Servicer shall provide reports detailing the Servicing Fees and Ancillary Income in the
manner set forth in the SLAs.



     Section 5.2 Incentive Fee and Clawback.



     (a) Servicer shall be entitled to receive additional compensation as set forth in this Section
if Owner’s losses in the Permanent Loan Portfolio are below a certain threshold and shall be
obligated to compensate Owner if such losses exceed a certain threshold, on the terms set forth
below. An example of the calculation of such amounts is attached hereto on Schedule V. All
calculations of losses and charge-offs shall be calculated in accordance with the methodology
indicated on Schedule V. Only Mortgage Loans meeting the following criteria shall be included in
the calculations described in this Section (the “Selected Mortgage Loans”): (i) the Mortgage Loan
is part of the Permanent Loan Portfolio as of the initial Servicing Transfer Date; (ii) no losses
have been incurred as of the Servicing Transfer Date of such Mortgage Loan, (ii) no insurance or
similar related claims with respect to the Mortgage Loan have been denied, rejected or rescinded as
a result of any prior servicer act occurring prior to the initial Servicing Transfer Date and only
in respect of the non reimbursed amount, and (iii) no losses directly attributable to damage to a
Mortgage Property due to natural disasters (as determined by the Federal Emergency Management
Agency or other federal government agency) are incurred either prior to and after the initial
Servicing Transfer Date with respect to such Mortgage Loan. The aggregate unpaid principal balance
of the Selected Mortgage Loans shall not exceed the amount determined pursuant to the preceding
sentence as of the effective date of this Agreement.



     (b) In the event total losses incurred by Owner with respect to the Selected Mortgage Loans
are less than [*] million as of the date which is the second anniversary following the Servicing
Transfer Date of the Permanent Loan Portfolio, then Servicer shall be entitled to an incentive fee
equal to [*] (“Incentive Fee”) of the difference between [*] million and the actual losses for such
period, after application of any loss savings (“Loss Credit Savings”) from Mortgage Loans in the
Permanent Loan Portfolio, with [*] of such fee to be paid within sixty (60) days after the
calculation is mutually agreed upon by the parties and the remaining [*] of such fee prorated as an
increase to the Servicing Fee during the third year of the Term of the Agreement.





 




			
	*	 	[Confidential treatment requested]





60









Table of Contents




The Loss Credit Savings shall be computed by measuring all recoveries and prior loss amounts
recorded for all re-performing Mortgage Loans in the Permanent Loan Portfolio in which loss
mitigation services were provided (modifications with trials are required to be current for [*]
while modifications with no trials are required to be current for [*] in order to qualify for Loss
Credit Savings) at the end of the second year for those Mortgage Loans in the Permanent Loan
Portfolio that have had time to re-perform as well as nine months thereafter for those Mortgage
Loans in the Permanent Loan Portfolio that did not have enough time to re-perform at the end of the
second year. An example of the calculation of Loss Credit Savings is attached hereto as Schedule
XI. Notwithstanding the foregoing, in no instance shall the Owner be obligated to pay an Incentive
Fee in excess of [*].




     (c) In the event total losses incurred by Owner with respect to Selected Mortgage Loans exceed
[*] as of the date which is the second anniversary following the Servicing Transfer Date of the
Permanent Loan Portfolio, then Servicer shall pay to Owner a clawback fee equal to [*] (“Clawback
Fee”) of the difference between [*] and the actual losses for such period, after application of any
Loss Credit Savings from Mortgage Loans in the Permanent Loan Portfolio, with [*] of such fee to
be paid within sixty (60) days after the calculation is mutually agreed upon by the parties and the
remaining [*] of such fee prorated as a decrease to the Servicing Fee during the third year of the
Term of the Agreement. The Loss Credit Savings shall be calculated in the manner set forth in
Section 5.2(b). Notwithstanding the foregoing, in no instance shall Servicer pay a Clawback Fee
(i) in excess of [*] or (ii) if Owner transfers more than [*] of the Permanent Loan Portfolio
within the first two year period of the Agreement; provided that any transfers to Servicer or an
Affiliate of Servicer shall not be included in such calculation.



     Section 5.3 Material Change in Applicable Requirements. In the event there is a
material change in the Applicable Requirements relating to the Mortgage Loans or servicing of the
Mortgage Loans after the date of this Agreement, which change had not been announced or otherwise
proposed in writing prior to the date of this Agreement, and such change results in Servicer
incurring material increased costs or reduced revenues, Servicer may propose an increase in
servicing compensation that Servicer reasonably demonstrates to Owner is directly related to
Servicer’s reduction of revenue or additional costs incurred to manage and administer the servicing
of the Mortgage Loans pursuant to this Agreement as a result of the change in Applicable
Requirements and is consistent with the increased costs or reduction of revenue incurred by other
servicers in the industry in complying with the changes. In the event Servicer and Owner are
unable to reach an agreement regarding an increase in the Servicing Fees, Servicer may elect to
terminate the Agreement in accordance with Section 10.2.





 




			
	*	 	[Confidential treatment requested]





61









Table of Contents





ARTICLE VI

ACCOUNTING




     Section 6.1 General.



     (a) Upon the initial Servicing Transfer Date, the Servicer shall establish one or more payment
clearing accounts for the deposit of all funds collected in connection with the Mortgage Loans
(each a “Payment Clearing Account”), one or more escrow accounts (including subaccounts)
for the deposit of Escrow Funds collected (each an “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 “Custodial Account”). All of the foregoing Accounts shall
be established in accordance with the Applicable Requirements and shall be maintained in such
manner as to show the custodial nature thereof in accordance with the Applicable Requirements and
in accordance with sound and controlled practices. The parties shall reasonably cooperate with each
other in transferring escrow funds and funds collected in connection with the Mortgage Loans for
principal and interest held in accounts with the Prior Servicer to the new Accounts established by
the Servicer pursuant to this Agreement. The Servicer shall segregate and hold all funds collected
and received separate and apart from any of its own funds and general assets and Servicer’s records
shall show the respective interest of the Investors, Owner, and Servicer in all accounts
established pursuant to this Agreement. Except for the period when initially received and held in
the Payment Clearing Account (which will be cleared on a daily basis with respect to any funds
therein no later than the second Business Day after the deposit of such funds), the funds in the
Escrow Accounts and the Custodial Accounts may not be commingled with any other funds, including
the proceeds of any other Mortgage Loans or with funds serviced for other investors or for the
Servicer’s own portfolio. The Custodial Accounts and Escrow Accounts shall be carried in records
of the Servicer in accordance with Applicable Requirements.



     (b) Subject to Applicable Requirements, each Account shall be held with a Qualified
Depository. Subject to Applicable Requirements, the name of each Custodial Account and Escrow
Account shall be designated as:




     (i) Escrow Account: “Nationstar Mortgage LLC, as agent and custodian for the
mortgagors”; and




     (ii) Custodial Account: “Nationstar Mortgage LLC, Custodial Account, in trust and as
custodian for [Owner], or any successor mortgagees.”


Any costs, fees and expenses related to the Accounts, including without limitation, any lockbox
costs and expenses, wire fees, and transfer fees between Accounts shall be borne by Servicer
without reimbursement by Owner or an Investor. In the event that an Account is held at a
depository that does not meet the requirements of a Qualified Depository, Servicer shall have 15
Business Days from the date of receipt of notice of the same from the Owner to transfer the
applicable Account to a depository that meets the Qualified Depository requirements, or such longer
period of time as may be reasonably necessary to obtain the requisite consents of the Investors and
Rating Agencies for such transfer, but in any event such Account shall be






62









Table of Contents







transferred to a depository that meets the requirements of a Qualified Depository within 45 days
after the date of receipt of notice from the Owner.




     (c) All collections on the Mortgage Loans shall be deposited to the Payment Clearing Account
no later than the first Business Day following the day on which good funds are received by the
Servicer.



     Section 6.2 Establishment of Custodial Accounts; Deposits in Custodial Accounts.



     (a) The Servicer shall maintain one or more Custodial Accounts in accordance with the
Applicable Requirements for the deposit of funds specified in Section 6.2 collected in connection
with the Mortgage Loans. The Servicer shall provide the Owner with written evidence of the creation
of such Custodial Account(s) upon the request of the Owner.



     (b) The Servicer shall deposit in the applicable Custodial Account within two (2) Business
Days of the receipt of good funds in the Payment Clearing Account, and retain therein, the
following payments and collections received or made by it subsequent to the Servicing Transfer
Date:




     (i) all payments on account of principal on the Mortgage Loans, including all principal
prepayments and curtailments;




     (ii) all payments on account of interest on the Mortgage Loans, including any
prepayment penalties;




     (iii) all Liquidation Proceeds;




     (iv) all Insurance Proceeds, other than proceeds to be held in the Escrow Account and
applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor
in accordance with this Agreement and Applicable Requirements;




     (v) all Condemnation Proceeds affecting any Mortgaged Property which are not released
to the Mortgagor in accordance with this Agreement and Applicable Requirements;




     (vi) all Monthly Advances funded by Owner;




     (vii) any amounts required to be deposited by the Servicer pursuant to Section 4.9(c)
in connection with the deductible clause in any blanket hazard insurance policy. Such
deposit shall be made from the Servicer’s own funds, without reimbursement therefor;




     (viii) any amounts required to be deposited by the Servicer in connection with any REO
Property pursuant to Section 4.17(k);




     (ix) any amounts required to be deposited in the Custodial Account pursuant to Section
4.8 and Section 4.18 or otherwise in accordance with the Applicable



63









Table of Contents







Requirements (including any amounts required to be deposited in respect of any losses
on investment of funds in the Custodial Account); and




     (x) any HAMP Investor Payments.



     (c) The foregoing requirements for deposit in the Custodial Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, Ancillary Fees
and HAMP Servicer Payments need not be deposited by the Servicer in the Custodial Account.



     (d) For the Whole Loan Portfolio, and under any Servicing Agreement, Owner agrees that any
amounts held in the Custodial Account may be, but are not required to be, invested, and if
invested by the Servicer, such funds will be invested in Eligible Investments. Interest or other
income received on Eligible Investments shall belong to the Servicer and may be withdrawn by the
Servicer from the Custodial Account in accordance with Section 6.3 hereof. The Servicer shall
promptly deposit in the Custodial Account from its own funds, without any right of reimbursement,
the full amount of any losses on Servicer’s investment of funds in the Custodial Account.



     (e) Without limiting the foregoing, the funds in the Custodial Accounts shall at all times be
segregated and held separate and apart from the Servicer’s own funds and general assets and from
any other funds or assets collected or held by the Servicer on behalf of third parties.



     Section 6.3 Withdrawals From Custodial Accounts.



     (a) The Servicer may, from time to time, withdraw funds from the applicable Custodial Account
for the following purposes, subject to the limitations set forth under Applicable Requirements:




     (i) to pay the Retained Yield to the Retained Yield Trustee and to pay to the Owner the
Master Servicing Fee to which it is entitled pursuant to the Servicing Agreements on a daily
basis;




     (ii) to make distributions to the Investors in the amounts and in the manner provided
for in Section 6.6;




     (iii) to reimburse Owner for Nonrecoverable Monthly Advances previously made by Owner;




     (iv) to reimburse Owner or itself for unreimbursed Servicing Advances including any
unreimbursed T & I Advances, Pass-Through Expenses, and Nonrecoverable Servicing Advances
from any funds in the Custodial Account, (and Servicer shall prepare and deliver to Owner, a
report detailing the reimbursement of any Servicing Advances, and Pass-Through Expenses from
the Custodial Account to the extent permitted under Applicable Requirements);



64









Table of Contents






     (v) to pay to itself as servicing compensation any interest earned on funds in the
Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date);




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




     (vii) to reimburse itself for any amounts deposited in the Custodial Account in error
or otherwise as permitted under the Applicable Requirements;




     (viii) to clear and terminate the Custodial Account on the termination of this
Agreement;




     (ix) to invest any amount in the Custodial Account in Eligible Investments; or




     (x) to transfer funds in any Custodial Account to another Custodial Account maintained
by a Qualified Depository, subject to providing any required notices or obtaining any
required approvals from Investors or the Rating Agencies under Applicable Requirements.



     (b) The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage
Loan basis and if applicable, on a pool by pool basis, for the purpose of justifying any withdrawal
pursuant to sub-clauses (iii), (iv), (v), (vi), and (vii) from the Custodial Account. If required
under Applicable Requirements, prior to making any withdrawal from a Custodial Account to reimburse
Owner for Nonrecoverable Monthly Advances, Servicer shall deliver to the applicable Investor an
officer’s certificate of a Servicing Officer indicating the amount of any previous Nonrecoverable
Monthly Advance and identifying the related Mortgage Loan(s), and their respective portions of such
Nonrecoverable Monthly Advances.



     Section 6.4 Establishment of Escrow Accounts; Deposits in Escrow Accounts.



     (a) The Servicer shall establish one or more Escrow Accounts for the deposit of Escrow
Payments. The Servicer shall segregate and hold all funds collected and received in connection with
the Mortgage Loans which constitute Escrow Payments separate and apart from any of its own funds
and general assets and from any other funds or amounts collected or held by the Servicer on behalf
of third parties. Such accounts may be interest-bearing accounts provided that such accounts
comply with all Applicable Requirements.



     (b) The Servicer shall transfer into the applicable Escrow Account as soon as practicable and
in any event within two (2) Business Days of receipt, and retain therein the following payments and
collections:




     (i) Mortgagors’ Escrow Payments collected in connection with the Mortgage Loans, for
the purpose of effecting timely payment of any such items as required under the terms of
this Agreement; and




     (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property.



65









Table of Contents





     Section 6.5 Withdrawals From Escrow Accounts.



     (a) The Servicer shall make withdrawals from the applicable Escrow Account for the following,
subject to the limitations imposed under Applicable Requirements:




     (i) to effect timely payments of Mortgagors’ Escrow Payments;




     (ii) to reimburse Owner or the Servicer for any T & I Advance made by the Owner or
Servicer with respect to a related Mortgage Loan;




     (iii) to refund to the Mortgagor any funds determined to be overages;




     (iv) for application to restoration or repair of the Mortgaged Property;




     (v) to pay to the Servicer, or to the Mortgagor, in accordance with Applicable
Requirements, any interest paid on the funds deposited in the Escrow Account;




     (vi) to reimburse itself for any amounts deposited in the Escrow Account in error; or




     (vii) to clear and terminate the Escrow Account on the termination of this Agreement.



     (b) For the Whole Loan Portfolio and under any Servicing Agreement, Owner agrees that any
amounts held in Escrow Accounts may be, but are not required to be invested and if invested by the
Servicer, such funds will be invested in Eligible Investments. The Servicer shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution
other than interest on escrowed funds required by Applicable Requirements to be paid to the
Mortgagor, and to the extent required by Applicable Requirements, the Servicer shall pay interest
on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing
or that interest paid thereon is insufficient for such purposes. If Servicer elects or is required
by Applicable Requirements to deposit a Mortgagor’s Escrow Funds into an interest-bearing account,
the Servicer shall remain obligated to pay the Mortgagor’s taxes and insurance premiums when due,
even if the Mortgagor’s Escrow Funds are not withdrawable on demand.



     (c) The Servicer shall promptly deposit in the Escrow Account from its own funds, without any
right of reimbursement, the full amount of any losses on its investment of funds in the Escrow
Account.



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



     (e) Each Escrow Account is to be designated in the name of the Servicer acting as an agent for
the applicable Mortgagors in order to show that the account is custodial in nature. The Servicer is
required to keep records identifying each Mortgagor’s payment deposited into the account.



66









Table of Contents





     Section 6.6 Remittances to Investors.



     (a) Servicer will notify Owner by electronic or facsimile transmission of any Monthly Advance
required to be made to Investors at least two (2) Business Days before each Remittance Date.
Owner, using its own funds, shall thereafter immediately deposit such amounts into the appropriate
Custodial Account.



     (b) On each Remittance Date, the Servicer shall distribute to the Investors (including Owner
with respect to the Mortgage Loans owned by Owner) all amounts credited to the applicable Custodial
Account as of the close of business on the preceding Determination Date, net of charges against or
withdrawals from the Custodial Account pursuant to Section 6.3.



     (c) All distributions made to the Investors on each Remittance Date will be made to the
Investor of record on the last Business Day of the preceding Remittance Date, and shall be based
on the Mortgage Loans owned and held by the Investor, and shall be made by wire transfer of
immediately available funds to the account of the Investor at a bank or other entity having
appropriate facilities therefor, if the Investor shall have so notified the Servicer or by check
mailed to the address of the Investor.



     (d) With respect to any remittance received by an Investor after the Business Day on which
such payment was due, the Servicer shall pay to the Investor interest on any such late payment in
accordance with the terms of the applicable Servicing Agreement, or if not addressed in the
applicable Servicing Agreement or otherwise provided for in the Applicable Requirements, then at
LIBOR plus two (2) percentage points, but in no event greater than the maximum amount permitted by
Legal Requirements. Such interest shall be paid by the Servicer to the Investor 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 Servicer of any
such interest shall not be deemed an extension of time for payment or a waiver of any Event of
Default by the Owner.



     Section 6.7 Interest on Tax and Insurance Reserves.



     If the Applicable Requirements require payment of interest on funds held in the Escrow
Accounts to the Mortgagor, the Servicer is solely and fully responsible for payment of such
interest. Payment of such interest shall not be reflected in the Servicer’s accounting for
principal and interest.



     Section 6.8 Access to Records.



     (a) The Servicer will apply all funds collected by it from each Mortgagor, and maintain
account records capable of producing, at any time and in chronological order: the date, amount,
distribution, payment due date or other transactions affecting the amounts due from or to the
Mortgagor and indicating the latest outstanding balances of principal, impound deposits, Servicing
Advances, and unapplied payments. The Servicer will, in accordance with Applicable Requirements,
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



67









Table of Contents




Mortgage Loans and Mortgaged Property and (ii) books and accounts, which shall be maintained
in accordance with Accepted Servicing 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 Owner, the Owner Regulator, and their respective accountants, attorneys, agents, or
designees may at the Owner’s expense upon reasonable prior written notice and at reasonable times
during the Servicer’s regular business hours, examine the Servicer’s books and records relating to
the Mortgage Loans and the Mortgaged Properties, and Servicer shall provide read-only electronic
access to such books and records upon Owner’s request. Such records shall not include any
proprietary or confidential information, as reasonably determined by the Servicer. In addition, the
Servicer may provide to Owner at Owner’s expense, any other information reasonably requested by the
Owner related to the Mortgage Loans and Mortgaged Properties, subject to compliance by the Servicer
and Owner with the Applicable Requirements, including without limitation, the Gramm Leach-Bliley
Act.



ARTICLE VII

REPORTS TO THE OWNER AND INVESTORS




     Section 7.1 Reports to the Owner and Investors.



     (a) Not later than the Reporting Date occurring in each calendar month (or not later than such
other date as specifically set forth below) the Servicer shall prepare and deliver to the Owner
mutually agreed upon reports which shall include the reports identified on Exhibit C and to
the Investors the reports identified on Exhibit D in accordance with the Applicable
Requirements. The Servicer shall deliver to the Investors a written remittance advice on each
Remittance Date.



     (b) With respect to each month, the corresponding individual loan accounting report shall be
received by each Investor no later than the Remittance Date occurring in the following month, which
report shall contain mutually agreed upon data, which will include 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 Servicer since the preceding
Remittance Date;




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




     (v) the aggregate of any expenses (including, without limitation, Pass-Through Expenses
and Servicing Advances) reimbursed to the Servicer during the prior distribution period;



68









Table of Contents






     (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 Owner 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;




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




     (viii) a listing of all Mortgage Loans in which Servicer has received notice of a
repurchase request or a Private Mortgage Insurer has initiated a cancellation of a Private
Mortgage Insurance Policy;




     (ix) a schedule of Monthly Advances and Servicing Advances segregated by loan number
within each Investor number;




     (x) a schedule of Mortgage Loans in which Servicer contemplates no longer making
Servicing Advances in accordance with Applicable Requirements;




     (xi) a schedule listing Valuation dates for Mortgage Loans;




     (xii) a listing of Mortgage Loans subject to Loss Mitigation activities and the status
of such activities; and




     (xiii) a listing of Mortgage Loans in which the Servicer has ceased making Servicing
Advances.



     (c) Servicer may charge a fee for any services Servicer performs for an Investor outside the
ordinary course of services provided under this Agreement including without limitation, for
services that may require additional expense including use of Servicer IT resources or other
Servicer resources; provided however, that Servicer shall not charge an Investor a fee for any
routine audits or quality control reviews of Servicer conducted by an Investor or a third party
engaged by Investor to perform such audit. The fee for such services shall be agreed to by the
parties before Servicer shall be obligated to perform such services. Subject to Applicable
Requirements, the Servicer may charge for any additional servicing reports, that are not customary
in the mortgage servicing industry and for which the Servicer would undertake additional 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 Servicer 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 Servicer, the cost of such report or reports shall
be borne by the Servicer.



     Section 7.2 Annual Independent Certified Public Accountants’ Servicing Report and Annual
Statement of Compliance.



     (a) On or before March 28 of each year, beginning with March 28, 2012, the Servicer at its
expense shall cause a firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Owner to the effect that
such firm has examined certain documents and records relating to the servicing of the



69









Table of Contents




Mortgage Loans and that on the basis of such an examination conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program
for Mortgages serviced for Freddie Mac, such firm confirms that such servicing has been conducted
in compliance with this Agreement, except for such significant exceptions or errors in the records
that, in the opinion of such firm, either the Uniform Single Attestation Program for Mortgage
Bankers or the Audit Program for Mortgages serviced for Freddie Mac requires it to report.




     (b) Servicer shall deliver to Owner, on or before March 28th of each year beginning
March 28, 2012, an Officer’s Certificate, stating that (i) a review of the activities of Servicer
during the preceding calendar year and of performance under this Agreement has been made under such
officer’s supervision, and (ii) Servicer has complied with the provisions of this Agreement in all
material respects, and (iii) to the best of such officer’s knowledge, based on such review,
Servicer has fulfilled all its obligations under this Agreement throughout such year in all
material respects, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status thereof and the action
being taken by Servicer to cure such default.



     Section 7.3 Reports of Foreclosures and Abandonment of Mortgaged Property. The
Servicer 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 Servicer shall furnish to the Owner a
statement covering the Servicer’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.



     Section 7.5 Liquidation Reports. Upon the foreclosure sale of any Mortgaged Property
or the acquisition thereof by the Owner Designee pursuant to a deed-in-lieu of foreclosure, the
Servicer shall submit to the Owner a liquidation report with respect to such Mortgaged Property.



     Section 7.6 Reports to Credit Agencies. Servicer will furnish, in accordance with
Applicable Requirements, accurate and complete information (i.e., favorable and unfavorable) for
each Mortgagor to Equifax, Experian, and Trans Union Credit Information Company on a monthly basis.



     Section 7.7 Privacy.



     (a) Owner shall provide to Servicer a complete copy of its policies and procedures related to
the privacy of Mortgagor information (“Privacy Policy”). Owner shall deliver to



70









Table of Contents




Servicer all updates or modifications to the Privacy Policy no less than thirty (30) days
prior to the date on which such update or modification becomes effective;




     (b) Servicer agrees to comply with the Privacy Policy, the Gramm-Leach-Bliley Act of 1999, the
Interagency Guidelines Establishing Information Security Standards, as set forth in Appendix B to
12 C.F.R. Part 30 (“Interagency Guidelines”) and other Legal Requirements applicable to the privacy
and security of Sensitive Information, and implement and maintain administrative, technical, and
physical safeguards measures consistent with Applicable Requirements to: (i) ensure the security
and confidentiality of Sensitive Information; (ii) protect against any anticipated threats or
exposure to the security or integrity of such records; (iii) guard against unauthorized access to
use of such records or information that could result in substantial harm or inconvenience to a
Mortgagor; (iv) adopt and maintain reasonable procedures, as well as train its employees, to
protect the security, confidentiality, and privacy of Mortgagors’ Sensitive Information including
without limitation in connection with the disposal of Sensitive Information; and (v) not sell,
transfer, rent or disclose to any third parties Mortgagors’ Sensitive Information, except for the
limited purposes expressly set forth in this Agreement or otherwise agreed to by Servicer.
Servicer acknowledges that the information security standards of the Interagency Guidelines shall
apply to all Sensitive Information. Any customer information (as defined in the Interagency
Guidelines) to be discarded shall be destroyed, shredded, permanently erased, or otherwise
permanently rendered inaccessible and illegible.



     (c) Servicer routinely tests its infrastructure, including perimeter assets, systems and
networks on not less than an annual basis; security programs to monitor, manage and report data
security are conducted on a monthly basis. Upon reasonable prior notice, Owner may perform
information security reviews on any systems, applications, networks, or sites, used or to be used
by Servicer to store or maintain Sensitive Information, and request information and conduct
follow-up interviews about the measures Servicer employs to safeguard confidential and customer
information (each, a “Review”). Subject to Applicable Requirements, and provided the Review does
not disrupt ordinary business operations of Servicer, the Review shall include, but not be limited
to, physical inspection, external scan, internal scan, code review, vulnerability testing, process
reviews, and reviews of system configurations. Owner may update its Review annually. In addition,
if Servicer significantly enhances or upgrades its system or issued a new release or update of
software, Servicer shall notify Owner prior to implementation so that Owner may update its Review.



     (d) Upon notice by Owner to Servicer that any response to a request for information or the
results of any review has revealed or led to the identification of material security risks to the
systems, applications, networks, or sites used by Servicer to store or maintain Sensitive
Information hereunder, servicer shall respond to Owner in writing within ten (10) Business Days
with Servicer’s plan to take commercially reasonable measures to promptly correct, repair, or
modify the applicable system, application, network, or site to effectively eliminate the risks at
no cost to Owner. If Servicer fails to so respond and/or fails to remedy the identified risks to
the reasonable satisfaction of Owner within a time frame deemed to be reasonable by Servicer, it
shall be considered an Event of Default under Section 9.1 hereunder. If Servicer detects,
discovers, or is notified that an incident resulted in, or could result in, unauthorized
destruction, loss, alteration of, or access to confidential or customer information, including a
security breach of its computer system or its physical facilities, Servicer will promptly notify
Owner and will



71









Table of Contents




provide Owner with such information it may need in order to allow Owner to meet its customer
notification requirements. Servicer will also preserve all records and other evidence relating to
the security incident. Servicer shall use its commercially reasonable efforts to mitigate any
damage or liability resulting from such security incident, and shall comply with the applicable
provisions in the Approval Matrix and the Applicable Requirements in connection with notification,
mitigation, indemnity and cure of such incident.




     Section 7.8 Reporting. The Servicer shall prepare promptly each report required by
Applicable Requirements including reports to be delivered to Investors and Agencies having
jurisdiction over the servicing of the Mortgage Loans and the Escrow Accounts, shall execute such
reports or, if the Owner must execute such reports, shall deliver such reports to the Owner for
execution prior to the date on which such reports are due and shall file such reports with the
appropriate Persons. The Servicer 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 Servicer. The Owner 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 Servicer 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.



     Section 7.9 Compliance with Regulation AB. Servicer will perform its obligations
as set forth in the Regulation AB Addendum executed by Owner and Servicer in the form attached
hereto as Exhibit E.



     Section 7.10 Financial Statements, Annual Compliance and SAS Audit. The Servicer, at
its sole expense, shall deliver to the Owner: (i) as soon as available (but in any event within 90
days following the end of each fiscal year of the Servicer commencing with the fiscal year of the
Servicer ending December 31, 2011: (a) a consolidated balance sheet of the Servicer and its
subsidiaries as at the end of such fiscal year, and the related consolidated statements of income
or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable detail, audited
(and certified by) by and accompanied by a report and opinion of a firm of independent certified
public accountants of nationally recognized standing (and which is a member of the American
Institute of Certified Public Accountants), which report and opinion shall have been prepared in
accordance with generally accepted accounting principles consistently applied; and (ii) promptly
upon the same becoming available, quarterly unaudited consolidated balance sheets and statements of
income prepared following the applicable Servicing Transfer Date during the term hereof. On and
after November 15, 2011, upon the written request of Owner, the Servicer, shall cause to be
delivered to Owner a Type II SAS that covers the examination period April 1 through September 30,
2011, and Servicer shall deliver such Type II SAS (or such substantially similar report as may be
the successor to the Type II SAS report) thereafter on an annual basis.



72









Table of Contents




Servicer shall, unless (i) prohibited by Legal Requirements or (ii) privileged, share with
Owner, upon reasonable notice and request, available external and regulatory reports directly
related to the Mortgage Loans.




ARTICLE VIII

LIMITATIONS ON LIABILITY AND INDEMNIFICATION




     Section 8.1 Servicer Limitation on Liability and Indemnification by Owner.



     (a) Servicer shall not be deemed to have breached its standard of care in providing the
services hereunder unless it or its directors, officer, agents, or employees have acted with
negligence, recklessness, bad faith, or willful misconduct, and neither the Servicer nor any of the
directors, officers, agents or employees thereof shall be deemed to have violated Servicer’s
standard of care and thus liable to the Owner 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 that do
not constitute negligence, recklessness, bad faith, or willful misconduct. The Servicer and any
director, 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) Notwithstanding anything else contained in this Agreement, the Servicer does not assume
any obligation to record the original Mortgage unless otherwise instructed to do so by the Owner or
as may be required to establish a chain of title in connection with foreclosures of REO Property.



     (c) Servicer shall have no liability hereunder to Owner or any other Person with respect to a
Servicing Advance or Pass-Through Expense not made timely, or discount not secured, due to Owner
failing to timely pay to Servicer the required Servicing Advance or Pass-Through Expense amount
pursuant to Section 4.19(a), and the Owner shall indemnify and hold harmless Servicer for any
liability incurred by the Servicer.



     (d) As specifically provided in Section 2.4(a), the Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action that (i) is not incidental to the performance of
its duties to service the Mortgage Loans in accordance with this Agreement, or (ii) exclusively
involves allegations against the Owner, Investors, 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; provided, however, that the Servicer may, with the prior written
consent of the Owner, undertake any such action that it may deem necessary or desirable with
respect to this Agreement and the rights and duties of the parties hereto. In such event, the
reasonable and customary legal counsel expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities for which the Owner will be liable and
the Owner agrees to reimburse the Servicer 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 Servicer that relate to actions pursuant to this Section.



73









Table of Contents





     (e) The Owner 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) 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 Owner of any
representation, warranty, covenant, or obligation hereunder; (iv) any action by a mortgage insurer
which constitutes a violation of Legal Requirements; (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 Servicer to service the Mortgage Loans; (vi) lost or misplaced user ID or
password by Owner (or Owner’s designee); (vii) following the directions and instructions of the
Owner (or its designee) or any Investor, (viii) any government, agency and private label securities
claims related to the Mortgage Loans in process at the time of the Servicing Transfer Date, or to
be filed at any time in the future relating to actions or omissions prior to the Servicing Transfer
Date, or acts of the Prior Servicer related to such government, agency and private label securities
claims or confusion with respect to such government, agency and private label securities claims
caused by the transfer of servicing; (ix) servicing High Cost Loans; (x) any shortfalls in the
Custodial Accounts, Escrow Accounts or Payment Clearing Accounts arising from reconciling items
deemed to be an expense or not recoverable from any other means in any custodial, escrow or payment
clearing account in connection with the transfer of such Custodial Accounts, Escrow Accounts and
Payment Clearing Accounts from the Prior Servicer to the Servicer; (xi) any Optional Product
Services; (xii) any consents or approvals required to be obtained, but not obtained, by Owner under
Section 3.2(f) of this Agreement by Owner; (xiii) any failure by Servicer to service in accordance
with the terms of any Servicing Agreements Owner did not provide or make available to Servicer
under which Servicer will be responsible for servicing hereunder so long as Servicer otherwise
services the Mortgage Loans that are the subject of such Servicing Agreements in accordance with
Accepted Servicing Practices and instructions provided by Owner as to the manner in which such
Mortgage Loans are to be serviced in accordance with the past servicing practices for such Mortgage
Loans performed by the Prior Servicer; (xiv) any product and/or service used and/or provided by the
Owner or any prior servicer that infringes or misappropriates any patent, copyright or similar
intellectual property right (including, but not limited to, misappropriation of trade secrets) of a
third party; (xv) any act or omission by Owner under any servicing, subservicing or similar
agreements among Owner, Servicer, and an Investor that are entered into in connection with this
Agreement; (xvi) any repurchase, make-whole or indemnification request under Section 4.24; and
(xvii) any actions or omissions of an Investor or Prior Servicer with respect to any consent order,
consent decree, settlement agreement or similar type of agreement entered into by such Investor or
Prior Servicer with a governmental agency relating to residential mortgage loan servicing or
foreclosure related practices; provided, however, that the Owner shall not be required to indemnify
any Servicer Indemnified Party against (i) any such liability attributable to the willful
misconduct, bad faith, negligence or reckless disregard of such Servicer Indemnified Party, (ii)
the failure of such Servicer Indemnified Party to comply with any or all of Servicer’s covenants,
obligations, warranties, or representations contained in this Agreement or the Applicable
Requirements (unless such failure to comply is the result of a determination by the



74









Table of Contents




Servicer that compliance with such covenant or obligation would not be permissible under the
Legal Requirements), (iii) any actual or alleged contract dispute between Servicer and a person
retained by Servicer to perform servicing related activities on its behalf; or (iv) Servicer’s
relationships with any of its Affiliates, officers, directors, employees, (other than Owner). This
indemnity shall survive the termination of this Agreement and the payment of the Mortgage Loans.
The Servicer shall promptly notify the Owner of any liability or claim for which the Servicer
expects to be indemnified pursuant to this Section.




     (f) The Owner shall be entitled to participate in and, upon notice to the Servicer, assume the
defense of any action or claim described in Section 8.1(e) 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 Owner, 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 Owner’s expense has been authorized in writing by the Owner, (ii) the Owner 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 Owner and the Servicer, and the
Servicer has been advised in writing 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 Owner such that
representation of both the Servicer and the Owner would represent a conflict of interest. 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 Owner of liability only if such failure is materially prejudicial to the position of the Owner
and then only to the extent of such prejudice.



     Section 8.2 Owner Limitation on Liability and Indemnification by Servicer.



     (a) Neither the Owner, nor any of the directors, members, 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. The Owner and any director, member, officer,
agent, or employee of the Owner 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 Servicer shall indemnify and hold harmless the Owner and its officers, employees,
members, directors, affiliates and representatives (collectively, the “Owner Indemnified
Parties”) against any and all liability, cost and expense incurred by the Owner, 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 Owner Indemnified Party in connection with (i) a material breach of any Servicer
representation, warranty, covenant or obligation contained in this Agreement or under the
Applicable Requirements, (ii) any product and/or service used and/or provided by the Servicer that
infringes or misappropriates any patent, copyright or similar intellectual property right
(including, but not limited to, misappropriation of trade secrets) of a third party and (iii) any
act or omission by Servicer under any servicing, subservicing or similar agreements among Owner,
Servicer, and an Investor that are entered into in connection with this Agreement;



75









Table of Contents




provided, however, that the Servicer shall not be required to indemnify any Owner Indemnified
Party against any such liability attributable to the willful misconduct, bad faith, gross
negligence or reckless disregard of such Owner Indemnified Party or the failure of such Owner
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 Owner that compliance with such covenant
or obligation would not be permissible under the Legal Requirements). This indemnity shall survive
the termination of this Agreement and the payment of the Mortgage Loans. The Owner shall promptly
notify the Servicer of any liability or claim for which the Owner expects to be indemnified
pursuant to this Section.




     (c) The Servicer shall be entitled to participate in and, upon notice to the Owner, assume the
defense of any action or claim described in Section 8.2(b) in reasonable cooperation with, and with
the reasonable cooperation of the Owner. The Owner 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 Owner, unless (i) the employment of counsel by the Owner 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 Owner, and the Owner has
been advised in writing 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 such that representation
of both the Servicer and the Owner would represent a conflict of interest. The Owner shall not be
liable for any settlement of any such claim or action unless the Owner shall have consented thereto
(which consent shall not be unreasonably conditioned, withheld or delayed). Any failure by the
Owner 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.



ARTICLE IX

EVENTS OF DEFAULT




     Section 9.1 Events of Default. The following events shall each constitute an “Event
of Default” under this Agreement:



     (a) Any failure by the Servicer to deposit into the designated account or remit to the Owner
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 Servicer shall fail to provide to the Owner any report required by this Agreement to
be provided to the Owner within three days of the date such report is due;



     (c) The entry against the Servicer or the Owner 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;



76









Table of Contents





     (d) The Servicer or the Owner 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 Servicer or the Owner 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 Servicer shall be merged or consolidated into any Person or the Servicer or the Owner
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 Servicer transfers or otherwise disposes of all or substantially all of its assets;



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



     (i) The failure of the Servicer 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 Owner or the Servicer of a representation or warranty made in Article
III hereof (other than, in the case of the Owner, a representation or warranty set forth in Section
3.3(b) or Section 3.3(c) hereof) or any failure by the Owner or the Servicer to perform any of
their respective material obligations hereunder, which (except for any alternative cure period
provided for in the Approval Matrix or SLAs) such 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) The failure of Owner to remit the amounts specified in Section 4.19(a) within two Business
Days of the timeframes specified therein.



     (l) If and to the extent that either party knows, discovers or determines at any time that
such party has breached a representation or warranty or failed to perform any of its material
obligations under this Agreement, such party shall promptly notify the other party in writing of
such event. A party may waive any default by the other party 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 subsequent or other default or impair
any right consequent thereon except to the extent expressly so waived.



77









Table of Contents





ARTICLE X

TERM AND TERMINATION




     Section 10.1 Term of Agreement. The term of this Agreement (the “Term”) shall
commence as of the date of this Agreement and shall end at the close of business on the date which
is the third anniversary following the date of this Agreement; provided however, that the Parties
may terminate this Agreement prior to the expiration of the Term in whole or in part as permitted
in this Article. This Agreement may be renewed by Owner for one or more successive three (3) year
periods, upon notice by Owner to Servicer at least ninety (90) days prior to the expiration of the
then current Term.



     Section 10.2 Termination by Servicer; Limitation on Resignation.



     (a) The Servicer shall not resign from the obligations and duties hereby imposed on it except:
(i) by mutual consent of the Servicer and the Owner, (ii) upon Servicer’s good-faith determination
that its duties hereunder are no longer permissible under Legal Requirements and such incapacity
cannot be cured by the Servicer or the Servicer determines in good faith that curing such
incapacity is not commercially reasonable, (iii) upon not less than one hundred eighty (180) days’
prior written notice to Owner after receipt of notice from Owner that it will not consent to an
increase in the Servicing Fees as provided in Section 5.3 or (iv) the date designated by the
Servicer following the occurrence and during the continuance of an Event of Default with respect to
the Owner, subject to compliance with the Applicable Requirements for the transfer of the servicing
of the Mortgage Loans. The Servicer shall promptly notify the Owner of any determination of the
type described in clause (ii) above. In the event Servicer terminates this Agreement pursuant to
clause (iii) above, Servicer shall pay to Owner a termination fee equal to [*] per Mortgage Loan
being transferred to a successor servicer, along with the Clawback Fee (which fee shall be
calculated on a pro-rated basis in the event the termination of this Agreement occurs prior to the
second anniversary following the Servicing Transfer Date of the Permanent Loan Portfolio, a example
of such pro-ration is provided on Schedule V attached hereto).



     (b) In the event this Agreement is renewed by Owner for one or more successive three (3) year
periods, upon notice by Servicer to Owner prior to the expiration of the then current Term,
Servicer may propose modifications to the Servicing Fee schedule attached hereto as Schedule II.
In the event the parties are unable to reach an agreement as to a modified Schedule II within
ninety (90) days after notice is provided by Servicer to Owner, Servicer shall have the right to
terminate the Agreement without cause by providing Owner one hundred and eighty (180) days prior
written notice.





 




			
	*	 	[Confidential treatment requested]





78









Table of Contents





     Section 10.3 Termination by Owner.



     (a) Owner may, by written notice to Servicer, terminate this Agreement in its entirety, or
with respect to a portion of the Mortgage Loans and REO Property:




     (i) as of the date designated by the Owner following the occurrence and during the
continuance of an Event of Default with respect to the Servicer, subject to compliance with
the Applicable Requirements for the transfer of the servicing of the Mortgage Loans; or




     (ii) as of the date designated by the Owner upon at least ninety (90) calendar days’
written notice from Owner to Servicer; provided that the Owner may not terminate the
Agreement in its entirety during the initial two (2) years of the Term pursuant to this
Section 10.3(a)(ii).



     (b) Owner shall identify, in its written notice, those Mortgage Loans as to which termination
shall be effective if termination relates to a portion of the Mortgage Loans and not to the
Agreement in its entirety. This Agreement shall remain in full force and effect in all respects
with respect to the continued subservicing of Mortgage Loans not subject to such partial
termination.



     Section 10.4 Transfer to Successor Servicer.



     (a) In the event of a termination of this Agreement, all authority and power of the Servicer
under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in a successor servicer appointed by the Owner at the time that the servicing functions are
transferred from Servicer to the successor servicer. The Servicer shall cooperate with the Owner
and successor servicer in effecting the termination of the Servicer’s responsibilities and rights
hereunder.



     (b) Upon termination of the Agreement, Servicer shall, in accordance with Applicable
Requirements, with respect to each Mortgage Loan as to which termination is effective: (i) account
for and turn over to Owner (or its designee) all funds collected under such Mortgage Loan, less
only the compensation then due Servicer including any unpaid Servicing Fees and unreimbursed
Servicing Advances and Pass-Through Expenses made by Servicer, (ii) advise the related Mortgagor in
accordance with the Applicable Requirements that its Mortgage Loan will henceforth be serviced by
Owner, Owner’s Designee, Investor or Investor’s designee, as directed by Owner, (iii) promptly
deliver to Owner, Investor (or their designees), as directed by Owner, all records and documents
relating to such Mortgage Loan that it may have in its possession, and (iv) if applicable, notify
the applicable Investor, Insurer or other party as required under the terms of any securitization
on Owner’s behalf of such termination in accordance with Applicable Requirements, and (v) otherwise
reasonably assist in the orderly transfer and conversion of the servicing of the terminated
Mortgage Loan from Servicer’s systems to Owner or an Owner designee and, in connection therewith,
take all such actions as may be reasonably requested by Owner or an Owner Designee. If applicable,
Owner also shall be obligated to advise the related Mortgagor in accordance with the Applicable
Requirements that its Mortgage Loan will



79









Table of Contents




henceforth be serviced by Owner, an Owner Designee, Investor or Investor’s designee, as
applicable.




     (c) Upon termination of this Agreement (i) the Servicer shall, upon written request of Owner
prepare, execute and deliver to the successor servicer all related Servicing Files; however, the
Servicer may retain copies of Servicing Files to the extent necessary to comply with the Applicable
Requirements; and (ii) (x) if the Agreement is terminated pursuant to Sections 10.2(a)(i),
10.2(a)(iii), 10.2(a)(iv), 10.2(b), or 10.3(a)(ii), the Owner shall pay all the Servicing Transfer
Costs or (y) if the Agreement is terminated pursuant to Sections 10.2(a)(ii) or 10.3(a)(i), the
Servicer shall pay all the Servicing Transfer Costs. Pursuant to the preceding sentence, the Owner
or Servicer, as applicable, shall pay all Servicing Costs associated with any such transfer. Any
remaining amounts pursuant to the preceding sentence shall be remitted by the Owner or Servicer, as
applicable, to the other party no later than thirty (30) days after the Released Servicing Date.
Servicer shall do or cause to be done all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, including the transfer and endorsement or assignment of
the Mortgage Loans and related documents.



     (d) Servicer shall transfer to successor servicer for administration by it of all cash amounts
which shall at the time be credited by the Servicer to the Custodial Account or 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
Servicer shall be entitled to offset against deposits in the Custodial Account all unreimbursed
Servicing Fees, Servicing Advances and Pass-Through Expenses from any amounts due and owing to the
Owner or successor servicer at the time of a corresponding servicing transfer. Notwithstanding any
other provision contained herein to the contrary, the Servicer shall not be obligated to transfer
servicing of the Mortgage Loans until such time as the Servicer is paid all amounts due the
Servicer under this Agreement.



     (e) In the event of a termination of this Agreement in accordance with Sections 10.2(a)(i),
10.2(a)(iv), 10.2(b), or 10.3(a)(ii), a fee set forth on Schedule II hereof (the “DeBoarding
Fee”) shall be payable to Servicer for each outstanding Mortgage Loan; provided, however, that
no such De-Boarding Fee shall be payable if the transferee is the Servicer or an Affiliate of
Servicer (and such De-Boarding Fee shall be the only fee payable to the Servicer in connection with
such transfer, other than all fees and other amounts due Servicer hereunder and Servicing Transfer
Costs). If Owner terminates this Agreement in whole or in part pursuant to Section 10.3(a)(ii) or
the Agreement is terminated pursuant to Section 10.2(a)(iv), Owner shall also pay Servicer an early
termination fee (“Early Termination Fee”), the amount of which will be calculated in accordance
with Schedule II attached hereto; provided however that no Early Termination Fee shall be payable
if the transferee is the Servicer or an Affiliate of Servicer and any Mortgage Loans transferred to
Servicer or an Affiliate of Servicer shall not be included in the calculation of the percentage of
Mortgage Loans transferred in calculating any Early Termination Fees arising from subsequent
transfers of the servicing with respect to the Mortgage Loans.



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



80









Table of Contents





ARTICLE XI

MISCELLANEOUS PROVISIONS




     Section 11.1 Protection of Confidential and Proprietary Information.



     (a) The Servicer shall keep confidential and shall not divulge to any party, without the
Owner’s prior written consent, the terms and provisions of this Agreement, including, without
limitation, the purchase price paid by the Owner for the Mortgage Loans, REO Properties and/or
rights transferred pursuant to this Agreement or 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 Servicer 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 Servicer’s obligations hereunder. The Owner shall keep confidential and
shall not divulge to any party, without the Servicer’s prior written consent, the terms and
provisions of this Agreement, except to the extent that it is appropriate for the Owner 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 Owner’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 Servicer or the Owner, respectively (“Proprietary Information”)
shall remain vested in the Servicer and the Owner, respectively, and are not hereby transferred to
the other party, and the Servicer and the Owner 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 Servicer agrees that it shall not refer to or
use the Owner’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 Servicer 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 Servicer’s
obligations hereunder. The Servicer 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. 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) In the event either party or any of its representatives are requested or required (by
oral question, interrogatories, request for information or documents, subpoenas, civil
investigation or similar process) to disclose any confidential information such party will, unless
prohibited by law, provide the other party with prompt notice of such requests so that the other
party may seek an appropriate protective order, or if appropriate, waive compliance with the
provisions of this Section; provided, however, the failure to provide prompt notice as herein



81









Table of Contents




provided shall affect the obligations of the other party only to the extent that the other
party is prejudiced thereby. Either party will use commercially reasonable efforts to assist the
Owner in obtaining such a protective order.




     (d) Each party acknowledges and agrees that any disclosure of the other party’s confidential
information except as permitted in this Agreement may cause serious and irreparable damage to the
other party for which there may be no adequate remedy at law. Without limiting the other party’s
rights and remedies which are otherwise available, the other party shall be entitled to seek
equitable relief including, without limitation, an injunction, restraining order or specific
performance for any breach of this Section or Section 7.7 by such party. Each party waives any
securing or posting of any bond in connection with such remedy.



     Section 11.2 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):




	 	 	 

	if to the Owner
	 	First Tennessee Bank National Association
	 
	 	165 Madison
	 
	 	Memphis, TN  38103
	 
	 	 
	 
	 	Attention: Charles T. Tuggle, Esq.
	 
	 	                 John C. Patterson
	 
	if to the Servicer
	 	Nationstar Mortgage LLC
	 
	 	350 Highland Drive
	 
	 	Lewisville, Texas 75067
	 
	 	Attention:  General Counsel
	 
	 	 
	if to the Custodian 
	 	MetLife Bank, N.A.
	(Whole Loan Portfolio)
	 	 
	 
	 	1555 W. Walnut Hill Lane
	 
	 	Irving TX 75038
	 
	 	 
	 
	 	Attention:       Donna Jones
	 
	 	 
	if to Custodian (other than
Whole Loan Portfolio)

	 	See Schedule IX






     Section 11.3 Severability Clause. Any part, provision, representation or warranty of
this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by Legal





82









Table of Contents




Requirements, 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 11.4 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 11.5 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 11.6 Waiver of Jury Trial. Each party hereby knowingly, voluntarily and
intentionally, waives (to the extent permitted by Legal Requirements) 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 11.7 Further Agreements. The Owner and the Servicer 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 11.8 Successors and Assigns; Assignment of Servicing Agreement.



     (a) This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer
and the Owner and the respective permitted successors and assigns of the Servicer and the Owner.
Except as contemplated by Section 11.8, the Servicer 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 Owner, which consent shall not be unreasonably withheld.



     (b) The Owner 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 Servicer. The Servicer agrees to
cooperate with the Owner 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 Servicer, the Person to whom such assignment is made shall succeed to all
rights and obligations of the Owner 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 Servicer and the assignee of
the related Mortgage Loan or Loans.



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



83









Table of Contents





     Section 11.9 Merger or Consolidation of the Servicer. Notwithstanding anything herein
to the contrary, any Person into which the Servicer may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a
party, or any Person succeeding to the business of the Servicer, shall be the successor of the
Servicer hereunder, without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that the successor or surviving Person must be an
entity: (i) having a net worth of not less than $50 million, (ii) that is an FHA- Approved
Mortgagee and a Freddie Mac or Fannie Mae approved servicer in good standing and (iii) that
otherwise has all licenses and approvals required to comply with the Applicable Requirements. In
addition, any successor to the Servicer shall be solely responsible for any costs or expenses
incurred with respect to the Mortgage Loans arising in connection with such transaction.



     Section 11.10 Independent Contractor. Servicer will perform its obligations under
this Agreement as an independent contractor and not as an employee or agent of Owner, and none of
Servicer’s personnel shall be entitled to receive any compensation, benefits or other incidents of
employment from Owner. Nothing in this Agreement shall be deemed to constitute a partnership or
joint venture between Owner and Servicer, nor be deemed to constitute Servicer or Owner the
employee or agent of the other. Neither Servicer nor Owner shall be or become liable or bound by
any representation, act, or omission whatsoever of the other party.



     Section 11.11 Entire Agreement; Amendments and Waivers. This Agreement (including the
schedules and exhibits attached hereto), represent the entire understanding and agreement between
the Parties hereto with respect to the subject matter hereof and thereof. This Agreement can be
amended, supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party against whom enforcement
of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to
this Agreement, including any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a further or continuing waiver
of such breach or as a waiver of any other or subsequent breach. No failure on the part of any
party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by
such party preclude any other or further exercise thereof or the exercise of any other right, power
or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.



     Section 11.12 Exhibits. The exhibits to this Agreement are hereby incorporated and
made a part hereof and are an integral part of this Agreement.



     Section 11.13 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;



84









Table of Contents





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



     (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
Owner or the Servicer, 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 11.14 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.



85









Table of Contents





     IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed to this
SERVICING AGREEMENT by their respective officers duly authorized as of the date first above
written.








	 	 	 	 	 

	 	 	OWNER:
	 
	 	 	 	 
	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Charles T. Tuggle Jr.
	 

	 	 	 	 
	 

	 	Name:	 	Charles T. Tuggle Jr.
	 

	 	 	 	 
	 

	 	Title:	 	Executive Vice President &
General Counsel
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SERVICER
	 
	 	 	 	 
	 	 	NATIONSTAR MORTGAGE LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Anthony H. Barone
	 

	 	 	 	 
	 

	 	Name:	 	Anthony H. Barone
	 

	 	 	 	 
	 

	 	Title:	 	CEO & President
	 

	 	 	 	 









Servicer’s subsidiary, Harwood Service Company, LLC joins in this Agreement for the sole purpose of
agreeing to perform the obligations on behalf of Servicer pursuant to Section 4.29 of this
Agreement.




	 	 	 	 	 

	 	 	HARWOOD SERVICE COMPANY, LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Anthony H. Barone
	 

	 	 	 	 
	 

	 	Name:	 	Anthony H. Barone
	 

	 	 	 	 
	 

	 	Title:	 	CEO & President
	 

	 	 	 	 






86












Table of Contents




Schedule
I



SERVICE LEVEL AGREEMENT (SLA)




for



ACCOUNTING



between



First Tennessee Bank



As Servicer



and



Nationstar



As Sub-Servicer









powering your dreams



 









 

















Table of Contents




	 	 	 	 	 

	OVERVIEW
	 	 	3	 
	Purpose
	 	 	3	 
	Objectives of SLA
	 	 	3	 
	Period of SLA
	 	 	3	 
	Modifications to the SLA
	 	 	3	 
	SERVICE LEVEL AGREEMENT
	 	 	4	 
	Advance Daily Settlement of Funds
	 	 	4	 
	Custodial and Escrow Accounts
	 	 	6	 
	Monthly Settlement and Billing of Services
	 	 	6	 
	Automation Requirements
	 	 	7	 
	Reports
	 	 	8	 
	General Servicing
	 	 	8	 
	 
	 	 	 	 
	Table 1.1
	 	 	8	 
	 
	 	 	 	 
	RY Excess Service Fee Transaction
	 	 	10	 
	 
	 	 	 	 
	MountainView
	 	 	11	 
	CHANGE MANAGEMENT
	 	 	12	 
	PROBLEM MANAGEMENT
	 	 	13	 
	AUDIT SUPPORT
	 	 	13	 










 









Table of Contents









OVERVIEW







Purpose



The purpose of this Service Level Agreement (SLA) is to provide a basis for cooperation
between First Tennessee Bank and Nationstar for Accounting operations support, functions, and
reporting duties and responsibilities. The SLA is contingent on each party knowing and fulfilling
their responsibilities and generating an environment conducive to the achievement and maintenance
of targeted service levels outlined below.







Objectives of SLA





	 	•	 	To create an environment which is conducive to a cooperative relationship between
First Tennessee and Nationstar and to ensure the availability and delivery of services to
First Tennessee.
	 
	 	•	 	To document the responsibilities of all parties taking part in the SLA with the common
goal of meeting established service levels.
	 
	 	•	 	To define, in detail, the Advance Settlement process and reconciliation responsibilities
between First Tennessee Bank and Nationstar.
	 
	 	•	 	To define, in detail, the responsibility, requirements and service level standards
surrounding the reconciliation and settlement of custodial and escrow accounts.
	 
	 	•	 	To define, in detail, the monthly and other periodic reports to be delivered by
Nationstar and the level of service which will be expected.
	 
	 	•	 	To define, in detail, the monthly settlement process and billing of services between
First Tennessee Bank and Nationstar.
	 
	 	•	 	To define automation requirements (General ledger interface).
	 
	 	•	 	To define, in detail, the service requirements and monthly reports associated with the
RY Excess Service Fee Transaction.
	 
	 	•	 	To provide a common understanding of service requirements and of the principles involved
in the measurement of service levels.
	 
	 	•	 	To manage evolution of the SLA through coordinated change management procedures.








Period of SLA



This SLA will commence on the date specified in the Subservicing Agreement between First
Tennessee and Nationstar following the acceptance by both parties and will continue until such
agreement is terminated or amended.







Modifications to the SLA



This SLA may be changed or modified at any time upon the written mutual agreement of the
parties.







 









Table of Contents











SERVICE LEVEL AGREEMENT







Advance Daily Settlement of Funds



To be completed as per process map outlined below and in Exhibit A: FTB Treasury /
Settlement Process — Nationstar.



	 	 	 	 	 

	 

	 	Payment Receipts
	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Operating Account	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Principal and Interest – Custodial Accounts	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Taxes and Insurance	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Excess Servicing	 	 
	 

	 	[*]	 	 










 


			
	*	 	[Confidential Treatment Requested]







 









Table of Contents


















Custodial and Escrow Accounts



Nationstar shall be responsible for all collection, remittance and reconciliation of all
custodial and escrow accounts and shall furnish upon request copies of custodial/escrow
reconciliations required by First Tennessee for compliance purposes and audit support activities.
Nationstar will be responsible for the transition and reconciliation of all related
custodial/escrow account balances during the phased transition to insure proper and orderly
transfer of balances from depository accounts maintained at First Horizon to depository accounts
that will be maintained at Wells Fargo in accordance with the terms and structure of the
subservicing agreement. Nationstar will also provide ongoing support and reporting necessary for
First Tennessee to perform P&I, T&I and Corporate Advance general ledger reconciliation activities.







Monthly Settlement and Billing of Services



To be completed as per process map outlined above and in Exhibit A: FTB Treasury /
Settlement Process — Nationstar and Exhibit A(i): FTB Invoice.






 









Table of Contents











Automation Requirements



The General Ledger Interface shall be completed and tested prior to the transfer of the
Permanent Portfolio on 8/1/2011.








 









Table of Contents











Reports







General Servicing



As part of the Servicer/Subservicer relationship, Nationstar has an obligation to provide
consistent and accurate delivery of certain data files and reports to First Tennessee. Nationstar
is required to send certain data files in accordance with the parameters stated below. For detailed
service-levels, see Table 1.1 — Data files & Reports.



First Tennessee and Nationstar will transmit data through a secure channel unless otherwise
specified or otherwise agreed upon. [Secure FTP, Connect direct. Dedicated line/pipe creating a
private network between the two parties.]



Parallel testing of reports, interfaces financial procedure and controls will be conducted. First
Tennessee reserves the right to modify reporting requirements and service levels as necessary to
support internal Accounting operations and functions, with sufficient notice provided to
Nationstar.



Custom development reports are subject to change upon receipt of specifications.







Table 1.1




	 	 	 	 	 	 	 	 	 
	Count	 	Current State Memphis Accounting Report	 	Future Nationstar Report Name	 	Due Date	 	Frequency
	1

	 	Escrow & Corporate Advance Amounts
	 	Advances Summary via Reporting Package Daily/Monthly
	 	Daily/ 5th BD
	 	Daily/Monthly
	2

	 	GNMA Guaranty Fees
	 	LSAMS 11710D
	 	2nd
	 	Monthly
	3

	 	Portfolio Stats and Delinquency percentages
	 	Nationstar Servicing Book
	 	7th
	 	Quarterly
	4

	 	P139
	 	SR410UR-02 & Supplemental Reporting Package
	 	Daily & EOM Cutoff
	 	Daily & EOM Cutoff
	5

	 	P129 / P130
	 	SRV105C-01
	 	Daily
	 	Daily
	6

	 	S210
	 	SRV510C-01 (Daily Transaction Journal)
	 	Daily
	 	Daily
	7

	 	S214
	 	SR41OUR-03 CTJ)
	 	2nd
	 	Monthly
	8

	 	S215
	 	SR41OUR-03 (CTJ)
	 	2nd
	 	Monthly
	9

	 	FTBANK Excel file
	 	Sample Reporting Package
	 	5th BD
	 	Monthly
	10

	 	P110
	 	SRV403C
	 	Daily
	 	Daily
	11

	 	TR01/TR02
	 	SRVMLD
	 	2nd
	 	Monthly
	12

	 	FNMA Lasr File Layout
	 	SRVDSR
	 	2nd
	 	Monthly
	13

	 	Poolhdr File Layout
	 	SRVCHGV
	 	2nd
	 	Monthly
	14

	 	EOMTapeData File Layout
	 	Additional File
	 	2nd
	 	Monthly
	15

	 	FTB_FnmaFas 140
	 	Custom Creation
	 	2nd
	 	Monthly
	16

	 	FTB-RecourseLoansInvLntySummReport
	 	Custom Creation
	 	7th
	 	Quarterly
	17

	 	FTB-01ProgAnalSumm
	 	Custom Creation
	 	7th
	 	Quarterly
	18

	 	Graybar Reports
	 	Custom Creation
	 	2nd
	 	Monthly
	19

	 	FTB-Inv163Summ
	 	LPMA
	 	Daily
	 	Daily
	20

	 	FTBank Zip File (CPI Download) S5VT & FTBANK09 Access Files
	 	LPMA
	 	Daily
	 	Daily
	21

	 	Allen Report
	 	Custom Creation
	 	7th
	 	Quarterly
	22

	 	S2TT Daily Interest Accrual Report
	 	SRV111C-01 (Daily) and SRV120C-01 (Monthly)
	 	Daily
	 	Daily/Monthly






 









Table of Contents






	 	 	 	 	 	 	 	 	 
	Count	 	Current State Memphis Accounting Report	 	Future Nationstar Report Name	 	Due Date	 	Frequency
	23

	 	T30L
	 	Custom Creation
	 	7th
	 	Quarterly
	24

	 	FTB — Servicefeeaccrual_Excel
	 	Custom Creation
	 	2nd
	 	Monthly
	25

	 	FTB — PendingSales-Servicefeeaccrual_Excel
	 	SRV245
	 	2nd
	 	Monthly
	26

	 	FTB — AccruedLateCharges_Excel
	 	Custom Creation
	 	2nd
	 	Monthly
	27

	 	CPI Extract for Bancware — BWCPI.txt created in job FCM4803M
	 	Custom Creation
	 	2nd
	 	Monthly
	28

	 	Regulatory and SEC Reporting: S51Z, RC-C, RC-P, RC-S, RC-M
	 	Custom Creation
	 	7th
	 	Quarterly
	29

	 	Loans Held for Sale and Portfolio Loans — RC-C Memo
	 	Custom Creation
	 	7th
	 	Quarterly
	30

	 	FH Subservicing Portfolio Walkforward
	 	Nationstar Servicing Book
	 	7th
	 	Quarterly
	31

	 	FTB_S214
	 	SR410UR-03
	 	Cutoff on 15th; Delivery by 17th
	 	Monthly
	32

	 	FTB_S215
	 	SR410UR-03
	 	Cutoff on 15th; Delivery by 17th
	 	Monthly
	33

	 	List of Excess Service Fees
	 	Custom Creation
	 	Cutoff on 15th Delivery by 17th
	 	Cutoff on 15th, Delivery by 17th
	34

	 	FTB_T691P1_BONY.xls
	 	SRV511C-01 DTJ or SRV676R-03)
	 	Daily
	 	Daily
	35

	 	FNMA Guaranty Fees
	 	Investor Reporting Process
	 	5th BD
	 	Monthly
	36

	 	BONY Credit Losses Summary
	 	BONY Credit Losses Summary
	 	7th
	 	Quarterly
	37

	 	Denked Loans — Report & Journal Voucher
	 	Sample Reporting Package — Charge off worksheet
	 	5th BD
	 	Monthly
	38

	 	Loss Ana Reclass
	 	Sample Reporting Package — Charge off worksheet
	 	5th BD
	 	Monthly
	39

	 	Low balance Buyouts
	 	Investor Reporting Process
	 	2nd
	 	Monthly
	40

	 	SAS 70 Type 2 Report
	 	SAS 70 Type 2 Report
	 	TBD
	 	TBD
	41

	 	GL Interface File
	 	GL Interface File
	 	Daily
	 	Daily
	42

	 	NA
	 	Daily Trial Balance — SRV581C-01 & SRV581C-04
	 	Daily
	 	Daily
	43

	 	NA
	 	Interest Accrual and Specifications — SRV120C-01
	 	2nd
	 	Monthly
	44

	 	NA
	 	EOM Trial Balance Sample Reporting Package
	 	5th BD
	 	Monthly






 









Table of Contents









RY Excess Service Fee Transaction



RY Transaction Summary



Nationstar shall perform the following services in accordance with Article III and Exhibits
III, IV and VIII of the [*] dated December 23, 2009, among The Bank of New York Mellon, First
Tennessee Bank National Association and [*] (see Exhibit “A”).




Nationstar, subject to this Agreement will provide certain support activities as defined herein and
as associated with the Retained Yield (Excess Service Fee) transaction [*] executed between First
Tennessee and [*] on December 23, 2009. The execution of this RY (retained yield) transaction in
no way changes the specific requirements of the existing Subservicing on the underlying FHASI/FHAM
securitizations. As briefly described below, Nationstar will perform the defined system cash
flows, ADHOC reports (delivered to the designated First Tennessee file location) and limited
technical support as well as certain other specified support activities within the Investor
Reporting department. The associated deliverables will be based [*], but will not be specific to
the Mortgage Loans contemplated in the above mentioned transaction (unless otherwise detailed):





	 	•	 	Prior to execution, but subject to this SLA, LSAMS (Servicing system used by
NSM) maintenance was performed by NSM to establish a unique payee and company code
to flow all contemplated First Tennessee gross Service Fee collections through the
daily Servicing system to the custodial account established by First Tennessee for
that purpose.






	 	•	 	The BNYM Custodial Account at First Tennessee (see the attached First
Tennessee/Goldman Sachs Retained Yield Sale — Flow of Funds chart which is
incorporated herein) is established, titled, maintained and reconciled by First
Tennessee. Notification of overdraft will be directed to the appropriate person at
First Tennessee.






	 	•	 	The gross Service Fee funds routed by the designated payee/company code, [*]
(Master Servicer fees) for all loans contained within the 64 underlying
securitizations regardless as to whether they are related as an asset of the herein
referenced RY transaction. All collections go into a NSM (payment) clearing account
and are then directed separately to (1) custodial accounts, (2) a First Tennessee
corporate account for non-ry deals and (3) to a BNYM custodial account for the ry
deals- by 5am on the next Business Day following receipt. NSM systematically does
the calculations and moves the correct amounts to the First Tennessee corporate and
custodial accounts.






	 	•	 	Nationstar will provide First Tennessee, daily electronic files (Daily
Remittance Reports in accordance with Article III and Exhibits III and VII of the
Calculation and Remittance Agreement —relating to gross Servicing Fees received by
it as part of any full payment of interest made or received) extracted from the
system cash/collection report of detailed gross Service Fee deposits and activity,
with a summary total of funds moved to the dedicated custodial account as well as
the detail of the cash movement and detail of the daily LPMI premiums paid.






	 	•	 	Nationstar will provide to First Tennessee, monthly electronic recap of Service
Fee collection activity (Monthly Reconciliation Reports in accordance with Article
III and Exhibits IV and VII of the Calculation and Remittance Agreement) extracted
from the underlying securities’ cutoff report package.






	 	•	 	Nationstar will provide to BNYM (via First Tennessee), acting as the Calculation
Agent, the monthly reports with respect to each underlying Trust Funds,
concurrently with the delivery of such reports to the underlying Trustee, which
reports will include any modifications of current Mortgage Loans.






	 	•	 	Nationstar Investor Reporting department will compile and provide a daily
supplemental/manual Service Fee electronic report and deposit of Service Fee
collections (as activity occurs) tied to deposits of funds associated with manual
liquidations, modifications and sale proceeds that represent collection and/or
recovery of Service Fee income specific to the loans in the underlying
securitizations. [*]. Additionally, Investor Reporting must monitor for
modifications with step rates provisions which may ultimately reestablish the
existence of excess Service Fee on any loan tied to the RY transaction.










MountainView



Nationstar will provide the following data files directly to MountainView on a monthly
basis:




MLD


DSR


SRVCHGV


Additional File


 



			
	*	 	[Confidential Treatment Requested]




 









Table of Contents








CHANGE MANAGEMENT



CHANGE CONTROL REQUIREMENTS



Nationstar shall comply with the change control requirements in this section.



Prior to using any new software or new equipment to provide the Services, Nationstar shall have
verified that the item has been properly tested, installed, is operating in accordance with its
specifications, and is performing its intended function in a reliable manner.



Nationstar shall not make the following changes including implementing a change in reporting or
data delivery without written approval from First Tennessee:





	 	•	 	a change that would require First Tennessee to modify an existing technology interface,
eliminate or modify an existing agreed upon reporting structure
	 
	 	•	 	a change increasing First Tennessee’s Charges under the Agreement




NOTICE OF CHANGES



Nationstar shall keep First Tennessee informed of all changes to the environment used to provide
this Service to the extent that It would require First Tennessee to modify or make adjustments in
their environment in accordance with the following:





	 	•	 	Nationstar shall notify First Tennessee, at least 7 (seven) days in advance of and
within 2 (two) days following, planned material changes made to the Services that would
require First Tennessee to modify an existing technology interface, eliminate or modify an
existing agreed upon reporting structure.
	 
	 	•	 	In the event of an emergency affecting Services, Nationstar shall document and promptly
report such Emergency Changes to First Tennessee. Emergency is defined as an event that
affects the delivery of services that would affect the agreed upon SLA’s as defined in this
agreement.









 









Table of Contents











PROBLEM MANAGEMENT



Nationstar shall have a methodology to identify and mitigate system incidents that impact
Services provided to First Tennessee Bank. Ultimately, the goal of every service provider is to
provide their Services in an environment that is problem-free. However, for those rare situations
where problems arise affecting the ability of the provider to deliver the Services, the following
problem management procedures will be observed.



PROBLEM MANAGEMENT REQUIREMENTS



Nationstar shall comply with the Problem Management requirements defined in this section.



Nationstar shall investigate the cause of all critical incidents affecting Services and shall
record and track operational problems through closure. Nationstar will periodically update First
Tennessee on the status of outstanding problems.



Nationstar follows a rigorous problem management process that can be periodically reviewed by First
Tennessee.



PROBLEM REPORTING



Nationstar shall provide First Tennessee with:





	 	•	 	Preliminary cause analysis findings for all Critical Incidents within two (2) Business
Days of the resolution of the incident. A critical incident is defined as an incident that
has caused an agreed upon SLA per this agreement to be missed. Nationstar will provide:






	 	o	 	Actions taken to resolve the incident
	 
	 	o	 	Actions being taken to drive towards root cause
	 
	 	o	 	Actions being taken to prevent an incident recurrence






	 	•	 	Cause analysis reports for Critical Incidents within five (5) Business Days of the resolution.






	 	o	 	Problem Summary
	 
	 	o	 	Problem Details
	 
	 	o	 	Cause
	 
	 	o	 	Timeline of Events
	 
	 	o	 	Response/Follow-up Actions to prevent an incident recurrence








AUDIT SUPPORT



Nationstar shall support First Tennessee audits as outlined in the Subservicing
Agreement between First Tennessee and Nationstar.





 









Table of Contents





Exhibit
A





	 	 	 	 	 

	 

	 	Payment Receipts
	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Operating Account	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Principal and Interest – Custodial Accounts	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Taxes and Insurance	 	 
	 

	 	[*]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Excess Servicing	 	 
	 

	 	[*]	 	 







 



			
	*	 	[Confidential Treatment Requested]



 









Table of Contents





Exhibit
A(i)





Nationstar Mortgage Servicing Fee Sample Invoice




Monthly Servicing & Other Incentive Fee Calculations




	 	 	 	 	 

	Gross Service Fees All Investors (Summary of Daily Remittances)
	 	$	0.00	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Fee (per loan)	 	 	 	 	 	$ Amount
	Basic Servicing Fees:
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	[*]
	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	[*]
	 	$	0.00	 	 	 	—	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	—	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	—	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	0	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	—	 	 	$	0.00	 
	[*]
	 	 	 	 	 	 	—	 	 	$	0.00	 
	 
	 	 	 	 	 	Total [ ] Servicing/Other Fees	 	 	 	 
	[*]
	 	 	 	 	 	 	 	 	 	 	 	 
	[*]
	 	 	 	 	 	 	 	 	 	 	 	 






 




			
	*	 	[Confidential Treatment Requested]




 











Table of Contents





SERVICE LEVEL AGREEMENT (SLA)




for



MORTGAGE SERVICING DATA & REPORTING



between



First Tennessee Bank



As Servicer



and



Nationstar



As Sub-Servicer



 









 
















powering your dreams




Table of Contents




	 	 	 	 	 

	OVERVIEW
	 	 	3	 
	 
	 	 	 	 
	Purpose
	 	 	3	 
	 
	 	 	 	 
	Objectives of SLA
	 	 	3	 
	 
	 	 	 	 
	Period of SLA
	 	 	3	 
	 
	 	 	 	 
	Modifications to the SLA
	 	 	3	 
	 
	 	 	 	 
	SERVICE LEVEL AGREEMENT
	 	 	4	 
	 
	 	 	 	 
	Data & Files
	 	 	4	 
	 
	 	 	 	 
	Table 1.1 - Data & Files
	 	 	4	 
	 
	 	 	 	 
	Table 1.2 - Daily File Required Fields
	 	 	5	 
	 
	 	 	 	 
	Reports
	 	 	8	 
	 
	 	 	 	 
	General Servicing
	 	 	8	 
	 
	 	 	 	 
	OVERALL PORTFOLIO
	 	 	8	 
	 
	 	 	 	 
	DELINQUENCIES
	 	 	9	 
	 
	 	 	 	 
	CUSTOMER RELATIONS
	 	 	11	 
	 
	 	 	 	 
	FORECLOSURE
	 	 	16	 
	 
	 	 	 	 
	BANKRUPTCY
	 	 	21	 
	 
	 	 	 	 
	LOSS MITIGATION
	 	 	24	 
	 
	 	 	 	 
	REO
	 	 	30	 
	 
	 	 	 	 
	CHANGE MANAGEMENT
	 	 	33	 
	PROBLEM MANAGEMENT
	 	 	34	 










 









Table of Contents









OVERVIEW







Purpose



The purpose of this Service Level Agreement (SLA) is to provide a basis for cooperation
between First Tennessee Bank and Nationstar for data transmission and operations, credit, and
management reporting duties and responsibilities. The SLA is contingent on each party knowing and
fulfilling their responsibilities and generating an environment conducive to the achievement and
maintenance of targeted service levels outlined below.







Objectives of SLA





	 	•	 	To create an environment which is conducive to a cooperative relationship between
First Tennessee and Nationstar and to ensure the availability and delivery of services to
First Tennessee.
	 
	 	•	 	To document the responsibilities of all parties taking part in the SLA with the common
goal of meeting established service levels.
	 
	 	•	 	To define, in detail, the loan-level data provided on a daily and monthly basis to be
delivered by Nationstar and the level of service which will be expected.
	 
	 	•	 	To define, in detail, the monthly and other periodic reports to be delivered by
Nationstar and the level of service which will be expected.
	 
	 	•	 	To provide a common understanding of service requirements and of the principles involved
in the measurement of service levels.
	 
	 	•	 	To manage evolution of the SLA through coordinated change management procedures.








Period of SLA



This SLA will commence on the date specified in the Subservicing Agreement between First
Tennessee and Nationstar following the acceptance by both parties and will continue until such
agreement is terminated or amended.







Modifications to the SLA



This SLA may be changed or modified at any time upon the written mutual agreement of the
parties.






 









Table of Contents











SERVICE LEVEL AGREEMENT







Data & Files



As part of the Servicer/Sub-Servicer relationship, Nationstar has an obligation to provide
consistent and accurate delivery of certain data files to First Tennessee. Nationstar is required
to send certain data files in accordance with the parameters stated below. For detailed
service-levels, see Table 1.1 — Data & Files.



First Tennessee and Nationstar will use transmit data through a secure channel.



LOAN-LEVEL DATA



Nationstar will provide a loan-level feed of all loans containing servicing data. The loan-level
file contains specific fields of data



Nationstar will deliver the loan-level file on a daily basis. If the file is unavailable; a
Nationstar representative will contact the designated First Tennessee representative immediately
and provide information on when file will be delivered.







Table 1.1 — Data & Files




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Activity Service Level	 	Time of	 	 
	Data	 	Measurement	 	Targets	 	Delivery	 	Reference
	Loan-level
Data (Daily
(Business Days-ie.
not Saturday,
Sunday nor
Holidays).

	 	Daily
loan-level file
delivered by 3am.
	 	File contains 100% of
all fields specified
in Daily File
Required Fields
Table.
	 	Daily at 3:00am
	 	Appendix A — Table 1








 









Table of Contents











Table 1.2 — Daily File Required Fields




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Format	 	 	 
	 	 	 	 	 	 	(Date, Number,	 	 	 
	Field #	 	# Area Field Name	 	Description of Field	 	Text, etc)	 	Criteria	 
	 
	 	LOAN	 	A number that uniquely identifies a loan.	 	 	 	 	 	 
	 
	 	MTH_KEY	 	Identifies the effective month the servicing tape	 	 	 	 	 	 
	 
	 	LNUM	 	Loan Number of Investor	 	 	 	 	 	 
	 
	 	CAT_CD	 	A number that uniquely identifies the investor category. Also known as category or aggregate.	 	 	 	 	 	 
	 
	 	INVESTR_ID	 	Investor ID	 	 	 	 	 	 
	 
	 	DT_NXT_PMT_DUE	 	Date Next Payment Due	 	 	 	 	 	 
	 
	 	AMT_ESCRW_ADV_BAL	 	Amount of Escrow Advanced Balance	 	 	 	 	 	 
	 
	 	AMT_ESCRW_BAL	 	Amount of Escrow Balance	 	 	 	 	 	 
	 
	 	AMT_T_I_MONTHLY	 	Amount of Taxes & Insurance Monthly	 	 	 	 	 	 
	 
	 	ORIG_INT_RATE	 	Original Interest Rate	 	 	 	 	 	 
	 
	 	AMT_FIRST_P_I	 	Amount First Principal & Interest	 	 	 	 	 	 
	 
	 	AMT_FIRST_PRIN_BAL	 	Amount First Principal & Interest Balance	 	 	 	 	 	 
	 
	 	FORECLS_STOP_CD	 	The user-defined code that indicates the foreclosure status of the loan.	 	 	 	 	 	 
	 
	 	LOAN_TYPE	 	Loan Type	 	 	 	 	 	 
	 
	 	APR	 	Annual Percentage Rate	 	 	 	 	 	 
	 
	 	DT_LOAN_CLOSNG	 	Date of Loan Closing	 	 	 	 	 	 
	 
	 	MAN_CD	 	A user-defined code to assign loans to collectors and to allow various sort sequences on collection and hazard reports.	 	 	 	 	 	 
	 
	 	AMT_MONTHLY_MI	 	Amount of Monthly Mortgage Insurance	 	 	 	 	 	 
	 
	 	DT_PENDNG_MTGE	 	Effective date (month and year with day set to 01) of a pending mortgage change.	 	 	 	 	 	 
	 
	 	NUM_NXT_PAYMT	 	Number of Next Payment	 	 	 	 	 	 
	 
	 	OLD_INVESTR_ID	 	Old Investor ID	 	 	 	 	 	 
	 
	 	AMT_ORIG_MTG	 	Amount of Original Mortgage	 	 	 	 	 	 
	 
	 	AMT_PROP_VALUE	 	The appraised dollar value of the property or the purchase price.  Used for loans covered by PMI to determine when the principal balance falls below 75% of property value.	 	 	 	 	 	 
	 
	 	PROP_STATE_CD	 	An IBM code that indicates the state in which the property is located.	 	 	 	 	 	 
	 
	 	PROP_ALPHA_STATE_CD	 	The state of the expanded property address.	 	 	 	 	 	 
	 
	 	AMT_SUSPENS_BAL	 	The amount of funds in suspense pending research to determine what portion goes to principal, interest, late charge, escrow, insurance, etc. on unapplied payments.	 	 	 	 	 	 
	 
	 	LOSS_MITIGATN_TYPE	 	Loss Mitigation Type	 	 	 	 	 	 
	 
	 	AMT_TOT_PAYMT	 	Amount of Total Payment	 	 	 	 	 	 
	 
	 	ARM_LIFE_MAX_IR_DEC_RATE	 	The maximum rate decrease allowed from the original interest rate over the life of the loan.	 	 	 	 	 	 
	 
	 	ARM_LIFE_MAX_IR_INC_RATE	 	The maximum rate increase allowed from the original interest rate over the life of the loan.	 	 	 	 	 	 
	 
	 	ARM_IND	 	A code that indicates if the loan is an ARM.	 	 	 	 	 	 
	 
	 	DT_LOSS_MITIGATN	 	Date of Loss Mitigation	 	 	 	 	 	 
	 
	 	AMT_NON_RECOV_CORP_ADV_BAL	 	Amount of Non-Recoverable Corporate Advance Balance	 	 	 	 	 	 
	 
	 	CITY_NAME	 	City Name	 	 	 	 	 	 
	 
	 	PROP_STR_ADDR	 	Property and Street Address	 	 	 	 	 	 
	 
	 	DT_ARM_NXT_IR_EFF	 	Date ARM Next Interest Rate Effective	 	 	 	 	 	 
	 
	 	INS_STAT	 	Insuring Status of the Loan	 	 	 	 	 	 






 









Table of Contents






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Format	 	 	 
	 	 	 	 	 	 	(Date, Number,	 	 	 
	Field #	 	# Area Field Name	 	Description of Field	 	Text, etc)	 	Criteria	 
	 
	 	PRIMARY_MI_COVRAG_FACTR	 	Primary Mortgage Insurance Coverage	 	 	 	 	 	 
	 
	 	AMT_RECOV_CORP_ADV_BAL	 	Amount of Recovery Corporate Advance Balance	 	 	 	 	 	 
	 
	 	RECOURSE_IND	 	A flag that indicates whether a loan was sold or purchased with recourse.	 	 	 	 	 	 
	 
	 	DT_RECOURSE_EXPR	 	The expiration date of the recourse requirement.	 	 	 	 	 	 
	 
	 	DT_REO_START	 	Date of REO Start	 	 	 	 	 	 
	 
	 	DT_APPRAISAL	 	Date of Appraisal	 	 	 	 	 	 
	 
	 	DT_INT_ONLY_EXPR	 	Date of Interest Only Expiration	 	 	 	 	 	 
	 
	 	INT_ONLY_IND	 	An indicator (Y or blank) that this is an interest only loan.	 	 	 	 	 	 
	 
	 	GSE_CD	 	A code indicating which government sponsored enterprise owns the loan.	 	 	 	 	 	 
	 
	 	MI_PAID_LENDR_CD	 	Mortgage Insurance Paid to Lender	 	 	 	 	 	 
	 
	 	ASSET_RECOV_IND	 	Flag Indicating Asset Recovery Status	 	 	 	 	 	 
	 
	 	AMT_ORIG_PROP_VALUE	 	Amount of Original Property Value	 	 	 	 	 	 
	 
	 	DEC_BORROWER	 	Deceased Borrower Code	 	 	 	 	 	 
	 
	 	ORIG_LTV	 	Original Loan-to-Value (LTV)	 	 	 	 	 	 
	 
	 	LTV	 	Loan-to-Value (LTV)	 	 	 	 	 	 
	 
	 	DT_MATURITY	 	Date of Maturity	 	 	 	 	 	 
	 
	 	DT_FIRST_PAY	 	Date of First Payment	 	 	 	 	 	 
	 
	 	DT_BANKRUPT_FILING	 	Date of Bankruptcy Filing	 	 	 	 	 	 
	 
	 	BANKRUPT_CHAPTR_CD	 	The bankruptcy chapter number filed.	 	 	 	 	 	 
	 
	 	NO_NOTICE_IND	 	A code that prevents production of delinquent notices.	 	 	 	 	 	 
	 
	 	DT_NO_NOTICE_IND_CHNG	 	The date the no-notice stop value was last changed.	 	 	 	 	 	 
	 
	 	DT_NO_NOTICE_IND_EXPR	 	The date the current no-notice stop value will expire and be reset by the system.	 	 	 	 	 	 
	 
	 	NO_NOTICE_IND_CHNG_ID	 	User ID of the person who last changed the no-notice stop value.	 	 	 	 	 	 
	 
	 	PROCESS_STOP_CD	 	A user defined code that indicates why no monetary transactions should be applied to the loan.	 	 	 	 	 	 
	 
	 	DT_PROCESS_STOP_CHNG	 	The date when the process stop code was last changed.	 	 	 	 	 	 
	 
	 	DT_PROCESS_STOP_EXPR	 	The date the current disbursement stop will expire and reset by the system.	 	 	 	 	 	 
	 
	 	PROCESS_STOP_CHNG_ID	 	The User ID of the person who last changed the PROCESS STOP CODE value.	 	 	 	 	 	 
	 
	 	DT_SERVCNG_SOLD	 	Date Servicing Sold	 	 	 	 	 	 
	 
	 	DT_PAYMT_IN_FULL	 	Date of Payment Received in Full	 	 	 	 	 	 
	 
	 	PAYMT_IN_FULL_STOP_CD	 	A code that indicates the loan was paid in full, foreclosed, or servicing transferred.	 	 	 	 	 	 
	 
	 	DT_LAST_FULL_PAYMT	 	Date of Last Full Payment	 	 	 	 	 	 
	 
	 	DT_NOTE	 	The date on the mortgage note.	 	 	 	 	 	 
	 
	 	DT_LAST_INVESTR_CHNG	 	Date of Last Investor Change	 	 	 	 	 	 
	 
	 	ZIP_CODE	 	Zip Code	 	 	 	 	 	 
	 
	 	BAD_CK_TABLE	 	12-month history table that indicates when a payment was made or reversed.	 	 	 	 	 	 
	 
	 	PMI_RATE	 	PMI Rate	 	 	 	 	 	 
	 
	 	DELQ_TABLE	 	Delinquency Table	 	 	 	 	 	 
	 
	 	FHA_SECTION	 	FHA Section	 	 	 	 	 	 
	 
	 	FFIEC	 	FFIEC	 	 	 	 	 	 
	 
	 	AGING_CAT	 	Aging Category	 	 	 	 	 	 
	 
	 	MP ISSUE DATE	 	Date Mortgage Insurace Policy Issued	 	 	 	 	 	 






 









Table of Contents






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Format	 	 	 
	 	 	 	 	 	 	(Date, Number,	 	 	 
	Field #	 	# Area Field Name	 	Description of Field	 	Text, etc)	 	Criteria	 
	 
	 	ARM PR ROUNDING FACTOR	 	The percentage by which the payment rate is rounded.	 	 	 	 	 	 
	 
	 	ARM PR ROUNDING TYPE	 	A code that indicates how the payment rate is rounded.	 	 	 	 	 	 
	 
	 	ARM IR MAX INCREASE RATE	 	The maximum rate increase allowed over the previous interest rate allowed with each change.	 	 	 	 	 	 
	 
	 	ARM IR MAX DECREASE RATE	 	The maximum rate decrease below the previous interest rate allowed with each change.	 	 	 	 	 	 
	 
	 	ARM IR MAX LIFE DECR RATE	 	The maximum rate decrease allowed from the original interest rate over the life of the loan.	 	 	 	 	 	 
	 
	 	ARM IR MAX LIFE INCR RATE	 	The maximum rate increase allowed from the original interest rate over the life of the loan.	 	 	 	 	 	 
	 
	 	BKR POST PETITION 1 DUE DATE	 	Bankruptcy Post Petition Due Date vs contractual due date	 	 	 	 	 	 
	 
	 	REO SETUP DATE	 	REO Setup Date	 	 	 	 	 	 
	 
	 	FC SETUP DATE	 	Foreclosure Setup Date	 	 	 	 	 	 
	 
	 	MOD SIGNING DATE	 	Modification Signing Date	 	 	 	 	 	 







 









Table of Contents











Reports



The following are reporting requirements to be provided by Nationstar, as Sub-servicer, to
First Tennessee, as Servicer. For each field, the status refers to when and the context in which
the field is provided.



Day 1 = Field provided at first report production date, all fields are specific to First Tennessee
and First Tennessee portfolios unless otherwise indicated



To be developed = Development to produce the field data is required. Data to be provided by Q4 of
2011.



Global = Field contains blended data from across the sub-servicer’s managed portfolio
Semi = Field contains data that is provided on a semi-annual (every 6 months) basis



Nationstar will deliver all reports on a monthly basis on the 10th business day of every month
unless otherwise indicated.



The 1st report will be delivered in the month following the complete transfer of all portfolios
subject to this agreement.







General Servicing



First Tennessee requires comprehensive and consistent reporting to accurately assess the
current state of its serviced portfolio. Reporting standards require that Nationstar present the
data through specific dimensions with the necessary attributes that allow First Tennessee to make a
holistic assessment of the serviced portfolio. For each reporting area, Nationstar may be required
to produce multiple reports. First Tennessee reserves the right to modify attributes or dimensions
of reporting with sufficient notice provided to Nationstar.







OVERALL PORTFOLIO



This report will contain a summary of the active accounts and unpaid principal balances (UPB)
at the end of the reporting month.



The report will be sectioned by:





	 	•	 	Total portfolio
	 
	 	•	 	Product
	 
	 	•	 	Investor
	 
	 	•	 	Current UPB Bucket (i.e. $250,000-$300,00)
	 
	 	•	 	Top Portfolio States





	 	 	 	 	 
	Field	 	Description	 	Status
	Accounts

	 	Number of active loans as of the reporting date
	 	Day 1
	Original Loan Amount

	 	Original Loan amount of the loan
	 	Day 1
	Unpaid Principal
Balance (UPB)

	 	Current UPB as of reporting date
	 	Day 1
	Prior Reporting
Month Date

	 	Number of accounts and UPB at end of the prior reporting month
	 	Day 1
	Loans Added

	 	Number of accounts and principal balance added during reporting month
	 	Day 1
	Reopened Loan

	 	Number of accounts and UPB of loans that were inactive as of the
prior reporting month and active as of the current month
	 	Day 1
	Total New Loans

	 	Number of accounts and principal balance of Loans Added + Reopened
Loans
	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	Payoffs

	 	Number of accounts and principal balance paid in full during
reporting month
	 	Day 1
	Other Removals

	 	Number of accounts and principal balance removed for misc. reasons
(i.e. foreclosure removal, closing a line of credit with a zero
balance)
	 	Day 1
	Amortization

	 	Amount of principal payments received during the reporting month and
the net affect of the principal activity for the reporting month
	 	Day 1
	Current Reporting
Month Date

	 	Number of accounts and UPB at the end of the current reporting month
	 	Day 1
	CPR

	 	Constant Prepayment Rate, amount of payoff principal during the
reporting month divided by the total UPB as of the prior reporting
month multiplied by 12 (annualized)
	 	Day 1









DELINQUENCIES




Delinquency Summary



This report will contain a summary of the delinquency stage of the accounts over the past 13
months. This report displays the number of active accounts and UPB over the past 13 months of
delinquency.



The report is sectioned by:





	 	•	 	Total portfolio
	 
	 	•	 	Investor





	 	 	 	 	 
	Field	 	Description	 	Status
	Reporting Month

	 	Month end date for each reporting period
	 	Day 1
	Accounts

	 	Number of active loans as of each reporting month
	 	Day 1
	UPB

	 	Unpaid Principal Balance as of each reporting month
	 	Day 1
	Total

	 	Total active portfolio as of each reporting month
	 	Day 1
	Total Delinquent UPB $

	 	Total UPB (in dollars) delinquent as of each reporting month
	 	Day 1
	Total Delinquent UPB %

	 	Total UPB (by percentage) delinquent as of reporting month
	 	Day 1
	Current Status

	 	Delinquency stage of accounts less than 30 days delinquent
(non-delinquent)
	 	Day 1
	Current %

	 	Percentage of accounts that are less than 30 days delinquent
(non-delinquent)
	 	Day 1
	30-59 Days

	 	Delinquency stage of accounts that are 30-59 days delinquent
	 	Day 1
	30-59%

	 	Percentage of accounts that are 30 to 59 days delinquent
	 	Day 1
	60-89 Days

	 	Delinquency stage of accounts that are 60 to 89 days delinquent
	 	Day 1
	60-89%

	 	Percentage of accounts that are 60 to 89 days delinquent
	 	Day 1
	90+ Days Delinquent

	 	Delinquency stage of accounts that are 90+ days delinquent
	 	Day 1
	90+ %

	 	Percentage of accounts that are 90+ days delinquent
	 	Day 1
	FCL Status

	 	Delinquency stage of accounts that are in foreclosure
	 	Day 1
	FCL %

	 	Percentage of accounts that are in foreclosure.
	 	Day 1
	REO Status

	 	Delinquency stage of accounts in REO
	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	REO %

	 	Percentage of accounts in REO
	 	Day 1
	BKY Status

	 	Delinquency stage of accounts that are in bankruptcy
	 	Day 1
	BKY%

	 	Percentage of accounts that are in bankruptcy
	 	Day 1
	Portfolio Runoff

	 	Total Runoff as of each reporting month
	 	Day 1





Delinquency Chart



This group of reports will display in graph form all delinquency stages, excluding current
over the past 13 months. This graph displays the number of active accounts and UPB over 13 months
by each stage of delinquency, excluding current.



The reports are sectioned by:





	 	•	 	Total portfolio
	 
	 	•	 	Investor





	 	 	 	 	 
	Field	 	Description	 	Status
	30-59 Days

	 	Delinquency stage of accounts that are 30-59 days delinquent
	 	Day 1
	30-59%

	 	Percentage of accounts that are 30 to 59 days delinquent
	 	Day 1
	60-89 Days

	 	Delinquency stage of accounts that are 60 to 89 days delinquent
	 	Day 1
	60-89%

	 	Percentage of accounts that are 60 to 89 days delinquent
	 	Day 1
	90+ Days Delinquent

	 	Delinquency stage of accounts that are 90+ days delinquent
	 	Day 1
	90+ %

	 	Percentage of accounts that are 90+ days delinquent
	 	Day 1
	FCL Status

	 	Delinquency stage of accounts that are in foreclosure
	 	Day 1
	FCL %

	 	Percentage of accounts that are in foreclosure.
	 	Day 1
	REO Status

	 	Delinquency stage of accounts in REO
	 	Day 1
	REO %

	 	Percentage of accounts in REO
	 	Day 1
	BKY Status

	 	Delinquency stage of accounts that are in bankruptcy
	 	Day 1
	BKY%

	 	Percentage of accounts that are in bankruptcy
	 	Day 1






 









Table of Contents









CUSTOMER RELATIONS




Call Processing



This report will provide data regarding call processing, accessibility and other customer
relations statistics over a 13 month period.




	 	 	 	 	 
	Field	 	Description	 	Status
	Total Incoming Calls

	 	Total number of incoming calls received
	 	Day 1 / Global
	Total Calls Answered

	 	Total number of calls answered
	 	Day 1 / Global
	Abandoned Calls

	 	Number of calls abandoned
	 	Day 1 / Global
	Abandon Rate

	 	Percentage of calls abandoned
	 	Day 1 / Global
	Average Speed of
Answer (ASA)

	 	Average number of seconds to answer an incoming call
	 	Day 1 / Global
	Average Talk Time

	 	Average number of seconds spent talking to each customer on each
answered call
	 	Day 1 / Global
	Right Party Contact

	 	Percentage of calls reaching the borrower or appointed representative
	 	To be developed
	Call Blockage Rate

	 	 	 	To be developed






Accessibility




	 	 	 	 	 
	Field	 	Description	 	Status
	Telephone Contact Rate

	 	Number of times borrower initiates contact by telephone each reporting
month
	 	Day 1
	Website Contact Rate

	 	Number of times borrower initiates contact by website each reporting
month
	 	Day 1
	Overall Contact Rate

	 	Number of times borrower initiates contact overall each reporting month
	 	Day 1
	JIT Payments

	 	Number of Just In Time payments received in the reporting month
	 	Day 1
	Phone

	 	 	 	Day 1
	Internet

	 	 	 	Day 1






Customer Call Reasons





	 	•	 	This report will provide data regarding the reasons for customer calls over a 13
month period.




 









Table of Contents











	 	 	 
	Field	 	Status
	Escrow Inquiries
	 	Day 1
	Payment Inquiries
	 	Day 1
	Modification Inquiries
	 	Day 1
	Third Party Requests
	 	Day 1
	Research Request/Inquiries
	 	Day 1
	Account Maintenance Inquiries
	 	Day 1
	Loan Terms Inquiries
	 	Day 1
	Default Account Inquiries
	 	Day 1
	Refinance Inquiries
	 	Day 1
	Statement Inquiries
	 	Day 1
	Late Charge Inquiries
	 	Day 1
	ACH Inquiries
	 	Day 1
	Website Inquiries
	 	Day 1
	Servicing Transfer Questions
	 	Day 1
	Credit Bureau Reporting
	 	Day 1






Collections



This report will provide data regarding the activity for customer calls over a 13 month
period. The report is sectioned by





	 	•	 	Total Portfolio
	 
	 	•	 	Investor





	 	 	 
	Field	 	Status
	Total Number of Full Time Employees
	 	Semi
	Total Number of Part Time Employees
	 	Semi
	Total Number of Temporary Employees
	 	Semi
	Number of Files per FTE in 30 Day Category
	 	Day 1 / Global
	Number of Files per FTE in 60 Day Category
	 	Day 1
	Number of Files per FTE in 90 Day Category
	 	Day 1
	Average Number of Inbound Calls per Day per Collector
	 	Day 1
	Average Number of Outbound Calls per Day per Collector
	 	Day 1
	Average Number of Inbound Calls per Day (Total Volume)
	 	Day 1
	Average Number of Outbound Calls per Day (Total Volume)
	 	Day 1
	Abandonment Rate for Inbound Calls
	 	Day 1
	Average Number of Seconds for Call Abandonment
	 	Day 1






 









Table of Contents






	 	 	 
	Field	 	Status
	Incoming Average Hold Time
	 	Day 1
	Average Speed of Answer for Inbound Calls
	 	Day 1
	Average Delinquency Day # for Calls
	 	To be developed
	Call Blockage Rate for Inbound Calls
	 	Day 1
	Minimum number (#) of mandatory call monitoring sessions monthly
	 	Semi
	Right Party Contact Rate (Overall)
	 	Day 1
	Right Party Contact Rate (30 Day Category)
	 	Day 1/Global
	Right Party Contact Rate (60 Day Category)
	 	Day 1
	Right Party Contact Rate (90 Day Category)
	 	Day 1
	Daily Penetration Rate (Overall)
	 	Day 1
	Daily Penetration Rate (30 Day Category)
	 	Day 1/Global
	Daily Penetration Rate (60 Day Category)
	 	Day 1
	Daily Penetration Rate (90 Day Category)
	 	Day 1
	VRU capture rate
	 	Day 1
	Web usage (per month)
	 	Day 1
	Number of Email Responses
	 	Day 1
	Average Number of Attempts per Account per Month
	 	Day 1
	Average Number of Attempts per Account per Month (30 Day Category)
	 	Day 1/Global
	Average Number of Attempts per Account per Month (60 Day Category)
	 	Day 1
	Average Number of Attempts per Account per Month (90 Day Category)
	 	Day 1
	Average Number of Contacts per Account per Month
	 	Day 1
	Average Number of Contacts per Account per Month (30 Day Category)
	 	Day 1/Global
	Average Number of Contacts per Account per Month (60 Day Category)
	 	Day 1
	Average Number of Contacts per Account per Month (90 Day Category)
	 	Day 1
	Percentage of Promises to Pay Made (Overall)
	 	Day 1
	Percentage of Promises to Pay Kept (Overall)
	 	Day 1
	Promise to pay success rate (% Promises Kept vs. Promises Made) - 30 Day Category
	 	Day 1
	Promise to pay success rate (% Promises Kept vs. Promises Made) - 60 Day Category
	 	Day 1
	% Loans Rolled Current (12 Mo. Average)
	 	Day 1
	% Loans Rolled 30 Days Delinquent (12 Mo. Average)
	 	Day 1
	% Loans Rolled 60 Days Delinquent (12 Mo. Average)
	 	Day 1
	% Loans Rolled 90 Days Delinquent (12 Mo. Average)
	 	Day 1
	% Loans Rolled 120 Days Delinquent (12 Mo. Average)
	 	Day 1
	% of Loans Rolled Positively DQ Bucket
	 	Day 1
	% of Loans Rolled Negatively DQ Bucket
	 	Day 1
	% of Loans Remained in same DQ Bucket
	 	Day 1
	% Delinquent Loans Moved to Foreclosure (12 Mo. Average)
	 	Day 1






 









Table of Contents






	 	 	 
	Field	 	Status
	% of Loans 30+ Days in Dispute Status
	 	Day 1
	Number of 120 Days+ Accounts Not in Foreclosure
	 	Day 1
	Average skip-tracing location rate
	 	Day 1
	Skip tracing recovery rate (% Annualized of Find/Locate Accounts that Reform)
	 	Day 1
	Average Days from Last Paid Due date to Notice of Default
	 	Day 1
	Expiration Time of Notice of Default (# days)
	 	Day 1






Customer Complaints



This report will provide data on customer complaints that are elevated through the various
levels of escalation including the Escalated Call Group, OCC and Qualified Written Response.
Escalated complaints will be reported every Friday. This report is sectioned by:





	 	•	 	Total Portfolio
	 
	 	•	 	Investor





	 	 	 	 	 
	Field	 	Description	 	Status
	Cases Received
	 	Overall Number of cases received at each reporting month	 	Day 1
	Escalated Call Group
	 	Internal group that handles complaint escalation	 	Day 1
	OCC
	 	Office of the Comptroller of the Currency	 	Day 1
	QWR
	 	Qualified Written Request	 	Day 1
	Received by Internet
	 	 	 	Day 1
	Received by Telephone
	 	 	 	Day 1
	Received by Executive Offices
	 	 	 	Day 1
	Cases Closed
	 	Number of cases closed at each reporting month	 	Day 1
	Escalated Call Group
	 	Internal group that handles complaint escalation	 	Day 1
	OCC
	 	Office of the Comptroller of the Currency	 	Day 1
	QWR
	 	Qualified Written Request	 	Day 1
	Outstanding Cases
	 	Number of outstanding cases at each reporting month	 	Day 1
	Escalated Call Group
	 	Internal group that handles complaint escalation	 	Day 1
	OCC
	 	Office of the Comptroller of the Currency	 	Day 1
	QWR
	 	Qualified Written Request	 	Day 1






 









Table of Contents






Customer Complaint Metrics




	 	 	 
	Field	 	Status
	Average hours/days to response to Customer
	 	Day 1
	Average hours/days to resolve Customer Issue
	 	Day 1
	Average days for written response to be generated
	 	Day 1
	% of Customer Response delayed due to bankruptcy filing
	 	Day 1
	% of Customer Response delayed due to financial and/or employment
status changing requires updates financials
	 	Day 1
	% of Customer Response delayed due to investor review
	 	Day 1
	% of Customer Response delayed due to appraisals
	 	Day 1
	% of Customer Response delayed due to Legal Review
	 	Day 1
	List top 5 cause of Customer concerns
	 	Day 1






 









Table of Contents









FORECLOSURE




Foreclosure Summary




Report Description:



This report provides a summary of foreclosure activity for the past 13 months.



The report displays the number of accounts for the foreclosure activity, transfers in and sales
held, the average day timeline for referrals and sales and the number of accounts for various
timeline metrics for each reporting month.



For each field in the “Accounts in Foreclosure” section, data components should include:





	 	•	 	Units
	 
	 	•	 	$UPB (Loss Mitigation Unpaid Principal Balance in dollars)
	 
	 	•	 	%UPB (Loss Mitigation Unpaid Principal Balance as a percentage of total UPB)




The report is sectioned by:





	•	 	Total Portfolio






	•	 	Investor





	 	 	 	 	 
	Field	 	Description	 	Status
	Accounts in Foreclosure
	 
	 	 	 	 
	Additions
	 	The total number of accounts in foreclosure that were transferred in the reporting month.	 	Day 1
	# of Referrals Held
	 	 	 	Day 1
	Legal
	 	 	 	Day 1
	Previous Pass (Code 67)
	 	 	 	Day 1
	SSCRA
	 	 	 	Day 1
	Recent Acquisition (RESPA)
	 	 	 	Day 1
	HAMP
	 	 	 	Day 1
	Non-HAMP
	 	 	 	Day 1
	LM 30 Day Letter
	 	 	 	Day 1
	Forbearance Plan
	 	 	 	Day 1
	2nd Lien
	 	 	 	Day 1
	 
	 	 	 	 
	Low Balance Loss Review
	 	 	 	Day 1
	Waiting Demand Expiration
	 	 	 	Day 1
	Need Demand
	 	 	 	Day 1
	Declarations
	 	 	 	Day 1
	Referral Requiring Investor Approval
	 	 	 	Day 1
	Reasonable Effort Not Met
	 	 	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	Other
	 	 	 	Day 1
	Return from Bankruptcy
	 	 	 	Day 1
	Return from REO
	 	 	 	Day 1
	Other
	 	 	 	Day 1
	Dispositions/Removals
	 	 	 	Day 1
	FCL Sales Held
	 	The number of accounts that a foreclosure sale was held where the servicer was the
 successful bidder in the reporting month	 	Day 1
	Unavoidable Rescission
	 	 	 	Day 1
	Bankruptcy
	 	 	 	Day 1
	Avoidable Rescission
	 	 	 	Day 1
	Loss Mitigation Errors
	 	 	 	Day 1
	Foreclosure Errors
	 	 	 	Day 1
	Attorney Errors
	 	 	 	Day 1
	Deed-in-Lieu
	 	 	 	Day 1
	Cash for Keys
	 	 	 	Day 1
	Charge-Off
	 	 	 	Day 1
	Classification inactive
	 	 	 	Day 1
	Legal Settlement
	 	 	 	Day 1
	Modification
	 	 	 	Day 1
	Pass
	 	 	 	Day 1
	Payoff
	 	 	 	Day 1
	Reinstatement
	 	 	 	Day 1
	Service Released
	 	 	 	Day 1
	Short Sale
	 	 	 	Day 1
	Third Party Funds Posted
	 	 	 	Day 1
	Postponement
	 	 	 	Day 1
	Foreclosure Sales Referred to Post-Foreclosure
within standard
	 	 	 	Day 1
	 
	 	 	 	 
	Demand Letters

	 
	 	 	 	 
	Number of Demands Sent
	 	 	 	Day 1
	Average Days to Demand
	 	 	 	Day 1
	 
	 	 	 	 
	Timelines
	 
	 	 	 	 
	Average Number of Days to Sale
	 	The average number	 	 
	 
	 	of days between the	 	 
	 
	 	foreclosure	 	 
	 
	 	referral date and	 	 
	 
	 	the foreclosure	 	 
	 
	 	sale date for those	 	 
	 
	 	accounts where the	 	 
	 
	 	foreclosure sale	 	 
	 
	 	was held in the	 	 
	 
	 	reporting month.	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	Agency Timeline %
	 	Percent of Files that are completed within Agency Timelines	 	Day 1
	Agency Variance Average
	 	Average variance (plus or minus) to Agency Timelines	 	Day 1
	Average Number of Loans Referred to Foreclosure
per Month
	 	 	 	Day 1
	Average Number of Days Delinquent at Referral
to Foreclosure
	 	 	 	Day 1
	Timeline Exceptions

	Number in Bankruptcy
	 	 	 	Day 1
	Number in Probate
	 	 	 	Day 1
	Number in Military Indulgence
	 	 	 	Day 1
	Number in Contested Foreclosure
	 	 	 	Day 1
	 
	 	 	 	 
	Productivity

	 
	 	 	 	 
	Total Units to REO
	 	 	 	Day 1
	FC Sales
	 	 	 	Day 1
	Deed-in-Lieu
	 	 	 	Day 1
	UPB Movement
	 	 	 	Day 1
	Total Units to FCL Sale
	 	 	 	Day 1
	Third Party Sales
	 	 	 	Day 1
	#Bid/Pass Submitted
	 	 	 	Day 1
	%Bid/Pass on Time
	 	 	 	Day 1
	 
	 	 	 	 
	Delays

	 
	 	 	 	 
	#BK Filed w/FC Sale Date
	 	 	 	Day 1
	 
	 	 	 	 
	Projections

	 
	 	 	 	 
	#BOM projected Sales
	 	 	 	Day 1
	#Actual Sales
	 	 	 	Day 1
	% of Actual Sales vs. Projected
	 	 	 	Day 1
	#Scheduled Sales for Next Month
	 	 	 	Day 1
	Agency Metrics

	Percent of Files That Are Completed Within
Agency Timelines (excluding delays)
	 	 	 	Day 1
	Percent of Files That Are Completed Within
Agency Timelines (including delays)
	 	 	 	Day 1
	Average variance (plus or minus) to Agency
Timelines
	 	 	 	Day 1
	Percent of Cases That Foreclosure Costs Exceed
Agency Maximum
	 	 	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	% of Foreclosures completed to standard -
FNMA/FHLMC (Annualized)
	 	 	 	Day 1
	Other Metrics

	 
	 	 	 	 
	Percent of Loans That Liquidate Prior to
Foreclosure Sale
	 	 	 	Day 1
	Percent of Files That Reinstate Prior to
Foreclosure Sale
	 	 	 	Day 1
	% of mortgage insurance claims curtailed (%
Annualized)
	 	 	 	Day 1
	% of mortgage insurance claims denied (%
Annualized)
	 	 	 	Day 1
	% of Loans in Foreclosure Status that file
Bankruptcy ( % Annualized — All BK Chapters)
	 	 	 	Day 1
	Foreclosure Delays Due to Bankruptcy (Average #
days annualized)
	 	 	 	Day 1
	Vacant Properties At Time Of Foreclosure Sale
(%) /(Unit #)
	 	 	 	Day 1
	Vacant Property Charge-offs In Lieu Of
Foreclosure (First Lien Mortgages Only)
(%)/(Unit #)
	 	 	 	To be developed





Foreclosure Employee Statistics




	 	 	 
	Field	 	Status
	Total number of full time employees
	 	Day 1 / Semi
	Total number of part time employees
	 	Day 1 / Semi
	Total number of temporary employees
	 	Day 1 / Semi
	Average years industry experience — management
	 	Day 1 / Semi
	Average years experience with present employer — management
	 	Day 1 / Semi
	Average years industry experience — foreclosure specialist
	 	Day 1 / Semi
	Average years experience with present employer — foreclosure specialist
	 	Day 1 / Semi
	Number of Files per FTE
	 	Day 1 / Global






Foreclosures by State




Report Description:



This report illustrates key foreclosure data sectioned by state over a 13-month period.




 









Table of Contents








	 	 	 
	Field	 	Status
	Total Active Units
	 	Day 1
	Average Days Delinquent
	 	Day 1
	Total Units to REO
	 	Day 1
	Average Days to Sale
	 	Day 1
	Investor %
	 	Day 1
	FNMA
	 	Day 1
	FHLMC
	 	Day 1
	GNMA
	 	Day 1
	BONY
	 	Day 1
	PERMANENT (on-balance sheet)
	 	Day 1
	OTHER
	 	Day 1






 









Table of Contents










BANKRUPTCY




Bankruptcy Statistics




Report Description:



A historical summary of bankruptcy activity, chapter breakdown, post-petition statistics,
delinquency summary, average day timeline and timeline results for the past 13 months.



The report displays the number of accounts for the bankruptcy activity; cases added and removed
bankruptcy chapter, post-petition with ratios, a delinquency summary with ratios, the average day
timeline in bankruptcy and the number of accounts and ratios for various timeline metrics for each
reporting month.



The report is sectioned by:





	 	•	 	Total Portfolio
	 
	 	•	 	Investor




For each field in “Accounts in Bankruptcy”, data components should include:





	 	•	 	Units
	 
	 	•	 	$UPB (Loss Mitigation Unpaid Principal Balance in dollars)
	 
	 	•	 	%UPB (Loss Mitigation Unpaid Principal Balance as a percentage of total UPB)





	 	 	 	 	 
	Field	 	Description	 	Status
	Accounts in Bankruptcy

	Bankruptcy Accounts
	 	The number of accounts in bankruptcy as of the reporting month	 	Day 1
	Performing Accounts #
	 	Accounts in bankruptcy that are performing as of reporting month	 	Day 1
	Performing Accounts %
	 	Percentage of accounts that are performing as of reporting month	 	Day 1
	Non-Performing Accounts
	 	Accounts in bankruptcy that are not performing as of reporting month	 	Day 1
	30-59 Days Past Due #
	 	 	 	Day 1
	30-59 Days Past Due %
	 	 	 	Day 1
	60-89 Days Past Due #
	 	 	 	Day 1
	60-89 Days Past Due %
	 	 	 	Day 1
	90-119 Days Past Due #
	 	 	 	Day 1
	90-119 Days Past Due %
	 	 	 	Day 1
	120+ Days Past Due #
	 	 	 	Day 1
	120+ Days Past Due %
	 	 	 	Day 1
	Bankruptcy Overdue Steps
	 	 	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	Chapter Breakdown

	Chapter 7
	 	Accounts in Chapter 7 bankruptcy	 	Day 1
	Chapter 7 (#)
	 	 	 	Day 1
	Chapter 7 (% of total BK)
	 	 	 	Day 1
	Chapter 11
	 	Accounts in Chapter 11 bankruptcy	 	Day 1
	Chapter 11 (#)
	 	 	 	Day 1
	Chapter 11 (% of total BK)
	 	 	 	Day 1
	Chapter 13
	 	Accounts in Chapter 13 bankruptcy	 	Day 1
	Chapter 13 (#)
	 	 	 	Day 1
	Chapter 13 (% of total BK)
	 	 	 	Day 1
	Average # of Days in Chap 7 from BK filed to Date
of Release
	 	 	 	Day 1
	Average # of Days in Chap 13 from BK filed to
Date of Release
	 	 	 	Day 1
	% of proof of claims file in-house
	 	 	 	Day 1
	% of proof of claims filed by counsel
	 	 	 	Day 1
	% of proof of claims rejected
	 	 	 	Day 1
	% of proof of claims disputed
	 	 	 	Day 1
	% of loans current on at time of bankruptcy filing
	 	 	 	Day 1
	% of bankruptcy loans current at month end
	 	 	 	Day 1
	% of Chapter 13 bankruptcies current on plan
	 	 	 	Day 1
	Average # of Days Lift of Stay requested
	 	 	 	Day 1
	 
	 	 	 	 
	Filings
	Chapter 7
	 	Chapter 7 bankruptcies filed in the reporting month	 	Day 1
	Chapter 11
	 	Chapter 11 bankruptcies filed in the reporting month	 	Day 1
	Chapter 13
	 	Chapter 13 bankruptcies filed in the reporting month	 	Day 1
	Total Bankruptcy Filed
	 	Total bankruptcies filed in the reporting month	 	Day 1
	 
	 	 	 	 
	Suspense Balance

	Difference
	 	 	 	To be developed
	Suspense Payment Standards
	 	 	 	To be developed
	 
	 	 	 	 
	Motion for Relief Request Volume

	Number Filed
	 	 	 	Day 1
	FHLMC
	 	 	 	Day 1
	FNMA
	 	 	 	Day 1
	GNMA
	 	 	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	BONY
	 	 	 	Day 1
	PERMANENT
	 	 	 	Day 1
	OTHER
	 	 	 	Day 1
	 
	 	 	 	 
	Performance Rate

	Overall
	 	Overall, including all chapters of bankruptcy	 	Day 1
	Chapter 7
	 	 	 	Day 1
	Chapter 11 & 13
	 	 	 	Day 1






Bankruptcy by State




Report Description:



This report provides data on bankruptcy volume and percentage over a 13-month period and is
sectioned by the top bankruptcy states.



Bankruptcy Employee Statistics




	 	 	 
	Field	 	Status
	Total number of full time employees
	 	Semi
	Total number of part time employees
	 	Semi
	Total number of temporary employees
	 	Semi
	Average years industry experience — management
	 	Semi / Global
	Average years experience with present employer — management
	 	Semi / Global
	Average years industry experience — bankruptcy specialist
	 	Semi / Global
	Average years experience with present employer — bankruptcy specialist
	 	Semi / Global
	Number of Files per FTE
	 	Day 1 / Global
	Total Number of Cases (Chapter 7 and 13) per Bankruptcy Representative
	 	Day 1 / Global






 









Table of Contents










LOSS MITIGATION




Loss Mitigation — General Statistics




Report Description:



A historical summary of accounts that are eligible for or are in loss mitigation and resolution and
dispositions for the past 13 months. The report displays the number of accounts that are eligible
for loss mitigation, in loss mitigation and what loss mitigation alternative is being pursued. This
report also provides the number of loss mitigation resolutions and dispositions, including the type
of resolution or disposition, and the efficiency and cure ratios.



The report is sectioned by:





	 	•	 	Total Portfolio
	 
	 	•	 	Investor






	 	o	 	FNMA
	 
	 	o	 	FHLMC
	 
	 	o	 	GNMA
	 
	 	o	 	BONY
	 
	 	o	 	PERMANENT (on-balance sheet)
	 
	 	o	 	OTHER





Field Definitions:



For each disposition field, data components should include:





	 	•	 	Units
	 
	 	•	 	%Units
	 
	 	•	 	$UPB (Loss Mitigation Unpaid Principal Balance in dollars)
	 
	 	•	 	%UPB (Loss Mitigation Unpaid Principal Balance as a percentage of total UPB)




For each data field, data should also be provided from the following timeline perspectives:





	 	•	 	Current Reporting Month and 12 previous reporting months
	 
	 	•	 	YTD as of Reporting Month





	 	 	 	 	 
	Field	 	Description	 	Status
	Eligible Accounts
	 	The number of accounts that are active in loss
mitigation, 30 days or more or in foreclosure at each reporting month; excluding loans that have
been charged off, delinquent in recovery, contested the foreclosure, on an active repayment plan or a Soldier and Sailor Civil Relief Act borrower.	 	Day 1
	Requests
	 	The number of borrower requests for each reporting month where a loss mitigation treatment may be
applied.	 	Day 1
	Working Requests
	 	The number of working requests each month that have not yet part of a disposition.	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	Dispositions
	 	The number of accounts that the charge off, deed in lieu and short sale loss
mitigation alternatives were completed, the account paid off or was sold to a third party at each reporting month	 	Day 1
	Denied
	 	The number of accounts that were denied loss mitigation treatment each reporting month	 	Day 1
	Offer Extended
	 	The number of accounts that a loss mitigation effort	 	Day 1
	Deed in Lieu
	 	The number of accounts that a deed in lieu was completed at each reporting month	 	Day 1
	Payoff
	 	The number of accounts that paid in full at each reporting month	 	Day 1
	Short Sale
	 	The number of accounts that a short sale was completed at each reporting month	 	Day 1
	Trial Modification
	 	The number of accounts that a trial modification was completed at each reporting month	 	Day 1
	Permanent Modification
	 	The number of accounts that a permanent modification was completed at each reporting month	 	Day 1
	No response — Borrower
	 	The number of accounts where a borrower did not provide a response to a loss mitigation effort	 	Day 1
	Loss Mitigation Efficiency Ratio
	 	The percentage of accounts with a completed loss mitigation alternatives in relation to the number	 	 
	 
	 	of accounts with a completed loss mitigation alternative and the number of accounts
that a foreclosure sale was held at each reporting month.	 	Day 1
	Loss Mitigation Cure Rate
	 	The percentage of Resolution and Disposition accounts in relation to the number of Eligible	 	 
	 
	 	Accounts at each reporting month.	 	Day 1
	60+, 90+ Days Past Due Accounts, Solution Offered
	 	The number and percentage of accounts 60+ DPD where a solution has been offered.	 	Day 1






Loss Mitigation Workouts




Report Description:



This report details the volume and percentage of workouts over a 13 month period. These reports are
sectioned by:





	 	•	 	Total Portfolio
	 
	 	•	 	Investor





	 	 	 	 	 
	Field	 	Description	 	Status
	Total Workouts
	 	Total Number of Accounts in workout	 	Day 1
	Total Workout %
	 	Total Percentage of Accounts in workout	 	Day 1
	Repay Plans
	 	Total Number of Accounts in Repay plans	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	Repay Plans %
	 	Total Percentage of Accounts in Repay plans	 	Day 1
	Percent of Borrowers Complying with Payment Plans
	 	 	 	Day 1
	Number of Full Reinstatements per Month
	 	 	 	Day 1
	% Interest Rate Reduction Only
	 	 	 	Day 1
	% Principal Reduction/Forgiveness Only
	 	 	 	Day 1
	% Capitalization Of Arrears Only
	 	 	 	Day 1
	% Interest Rate Reduction AND Principal Forgiveness
	 	 	 	Day 1
	% Interest Rate Reduction AND Capitalization Of Arrears
	 	 	 	Day 1
	% Principal Forgiveness AND Capitalization Of Arrears
	 	 	 	Day 1
	% Interest Rate Reduction AND Principal Forgiveness AND
Capitalization Of Arrears
	 	 	 	Day 1
	Number of Forbearance Plans per Month
	 	 	 	Day 1
	Monthly Forbearance Cure Rate (i.e. Loan is brought current)
	 	 	 	Day 1
	Modifications
	 	 	 	Day 1
	HAMP Modifications Solicited (Number)
	 	 	 	Day 1
	HAMP Modifications Solicited (Number)
	 	 	 	Day 1
	 
	 	 	 	 
	HAMP Trial Modifications Approved (%)
	 	 	 	Day 1
	HAMP Modifications Initial Denied (%)
	 	 	 	Day 1
	HAMP Trial Modifications Converted (%)
	 	 	 	Day 1
	HAMP Modification Withdrawn Due To Missing/Incomplete Paperwork (%)
	 	 	 	Day 1
	HAMP Modification Withdrawn Due To Borrower Qualification Issue (%)
	 	 	 	Day 1
	Non-HAMP Modifications Solicited (Number)
	 	 	 	Day 1
	Non-HAMP Modifications Returned (Number)
	 	 	 	Day 1
	Non-HAMP Trial Modifications Approved (%)
	 	 	 	Day 1
	Non-HAMP Modifications Initial Denial Rate (%)
	 	 	 	Day 1
	Non-HAMP Trial Modifications Conversion Rate (%)
	 	 	 	Day 1
	Non-HAMP Modifications Withdrawn Due To Missing/Incomplete
Paperwork (%)
	 	 	 	Day 1
	Non-HAMP Modifications Withdrawn Due To Borrower Qualification
Issue (%)
	 	 	 	Day 1
	 
	 	 	 	Day 1
	Total Trial Activity
	 	Total Number of Trial Accounts	 	Day 1
	HAMP Trial Start
	 	Total Number of HAMP Trial Starts	 	Day 1
	FNMA MOD Trail Start
	 	Total Number of HAMP Trial Starts	 	Day 1
	EOM HAMP Trial Balance
	 	End of Month HAMP Trial Balance	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	Status
	EOM FNMA Trial Balance
	 	End of Month FNMA Trial Balance	 	Day 1
	 
	 	 	 	 
	Other Loss Mitigation Fields

	Short Sale
	 	Total Number of Short Sales	 	Day 1
	Short Sale %
	 	Total Percentage of Short Sales	 	Day 1
	Average Loss Severity Rate for Short Sales
	 	 	 	Day 1
	Deed-in-Lieu
	 	Total Number of Deed-in-Lieu	 	Day 1
	Deed-in-Lieu%
	 	Total Percentage of Deed-in-Lieu	 	Day 1
	Recidivism Rate for Residential Mtg Loan Modifications (overall)
	 	 	 	Day 1
	Recidivism rate (%) for workouts that cure and re-default
within 6 months
	 	 	 	Day 1
	Forbearance cure rate (Account Brought Fully Current)
	 	 	 	Day 1
	Forbearance break rate at 30+days
	 	 	 	To be developed
	Forbearance break rate at 60+days
	 	 	 	To be developed
	Forbearance break rate at 90+days
	 	 	 	To be developed
	Forbearance break rate at 120+days
	 	 	 	To be developed
	Forbearance break rate at 150+days
	 	 	 	To be developed
	Forbearance break rate at 180+days
	 	 	 	To be developed
	Loan Workouts Completed As A Result Of Mandated Foreclosure
Mediation
	 	 	 	Day 1





Loss Mitigation Timelines




	 	 	 

	Average Number of Days to First Contact after Referral
	 	Day 1
	Average Number of Days to Borrower Response Package sent to Borrower
	 	Day 1
	Number of Follow up Calls for Response Package
	 	Day 1
	Average Number of Days to Confirmation of Receipt of Response Package
	 	Day 1
	Average Number of Days for Incomplete Information Notice
	 	Day 1
	Average Number of Days to Decision Notice Sent to Borrower
	 	Day 1
	Average number of workouts closed per month (total#)
	 	Day 1
	% of loss mitigation packages generated that are returned (% Annualized)
	 	Day 1
	% of loss mitigation packages returned that are successfully closed (% Annualized)
	 	Day 1
	% of Adjustable Rate mortgages that reset in 3 months
	 	To be developed
	# of Loans Resetting within 3 months
	 	To be developed
	$ of Loans Resetting within 3 months
	 	To be developed
	% of Adjustable Rate mortgages that reset in 6 months
	 	To be developed






 









Table of Contents






	 	 	 

	# of Loans Resetting within 6 months
	 	To be developed
	$ of Loans Resetting within 6 months
	 	To be developed
	% of Adjustable Rate mortgages that reset in 12 months
	 	To be developed
	# of Loans Resetting within 12 months
	 	To be developed
	$ of Loans Resetting within 12 months
	 	To be developed
	% of Total Loss Mitigation Packages/Recommendations Declined by Investors
	 	To be developed
	% of Loans Modifications Declined by Investors
	 	To be developed






Loss Mitigation- By State




Report Description:



This report details loss mitigation accounts by state. These reports are sectioned by:





	 	•	 	Delinquency
	 
	 	•	 	Foreclosure




Field Definitions:




	 	 	 	 	 
	Field	 	Description	 	Status
	Eligible Accounts

	 	The number of accounts that are active in loss
mitigation, 30 days or more or in foreclosure
at each reporting month; excluding loans that
have been charged off, delinquent in recovery,
contested the foreclosure, on an active
repayment plan or a Soldier and Sailor Civil
Relief Act borrower
	 	Day 1
	$ UPB by state

	 	Unpaid Principal Balance in $ for each state
	 	Day 1
	%UPB by state

	 	% of Unpaid Principal Balance for each state
	 	Day 1






Loss Mitigation — Employee Statistics




Report Description:



This report details loss mitigation employee statistics.




	 	 	 

	Total number of full time fulltime employees
	 	Semi
	Total number of part time employees
	 	Semi
	Average years industry experience — management
	 	Semi/Global
	Average years experience with present employer — management
	 	Semi/Global
	Average years industry experience — loss mitigation counselors
	 	Semi/Global






 









Table of Contents






	 	 	 

	Average years experience with present employer — loss mitigation counselors
	 	Semi/Global
	 
	 	 
	Number of Files Referred per Month
	 	Day 1
	 
	 	 
	Number of Files per FTE
	 	Day 1
	Number of Files Referred per Month
	 	Day 1
	Average Number of Calls per Day per FTE
	 	Day 1
	Average Number of Outbound Calls per Day per FTE
	 	Day 1






Roll Rates




Report Description:



This report details roll rates of delinquent loans over a 13 month period by the number of accounts
rolling each month and the percentage of accounts rolling each month.




	 	 	 
	Field	 	Status
	Current — 30 Days
	 	Day 1
	30 Days — 60 Days
	 	Day 1
	60 Days — 90 Days
	 	Day 1
	90 Days — 120 Days
	 	Day 1
	120 Days — Foreclosure
	 	Day 1
	Current — 30 Days %
	 	Day 1
	30 Days — 60 Days %
	 	Day 1
	60 Days — 90 Days %
	 	Day 1
	90 Days — 120 Days %
	 	Day 1
	120 Days — Foreclosure %
	 	Day 1






 









Table of Contents










REO




REO Statistics



Report Description:



A historical summary of real-estate owned (REO) activity over a 13-month period. The report is sectioned by:





	 	•	 	Total Portfolio
	 
	 	•	 	Investor






	 	o	 	BONY
	 
	 	o	 	PERMANENT (on-balance sheet)
	 
	 	o	 	OTHER




For each field in the “Accounts in REO” and “Inventory”, data components should include:





	 	•	 	Units
	 
	 	•	 	$UPB (Loss Mitigation Unpaid Principal Balance in dollars)
	 
	 	•	 	%UPB (Loss Mitigation Unpaid Principal Balance as a percentage of total UPB)





Field Definitions:




	 	 	 	 	 
	Field	 	Description	 	 
	Accounts in REO

	Accounts in REO
	 	The number of accounts in REO	 	Day 1
	REO Beginning Accounts
	 	The number of accounts in REO as of the prior reporting month	 	Day 1
	New Initiations
	 	The number of accounts the REO process was initiated in the reporting month	 	Day 1
	Contracts Closed
	 	The number of accounts where the REO sale contract was closed and the proceeds were
received in the reporting month	 	Day 1
	Closed Other
	 	The number of accounts that closed (paid, off, service released, etc) while the REO
was active in the reporting month	 	Day 1
	REO Ending Accounts
	 	The number of accounts in REO at each reporting month	 	Day 1
	 
	 	 	 	 
	Inventory

	 
	 	 	 	 
	Inventory
	 	The number of accounts in a specified stage of REO	 	Day 1
	Closing Held
	 	 	 	Day 1
	Eviction in Process
	 	 	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	 
	Listed
	 	 	 	Day 1
	Other
	 	 	 	Day 1
	Pre-Marketing
	 	 	 	Day 1
	Sale Contract
	 	 	 	Day 1
	REO Inventory Impacted By The Protecting Tenants At
Foreclosure Act of 2009
	 	 	 	To be developed
	REO Inventory Sold/Donated Through The Neighborhood
Stabilization Program
	 	 	 	To be developed
	 
	 	 	 	 
	Timeline Statistics
	Average Number of Days Prelisting Time
	 	Average Number of Days that include boarding, assigning an agent, securing property, etc.	 	Day 1
	Average Number of Days Marketing Time
	 	 	 	Day 1
	Average Number of Days Eviction Time
	 	 	 	Day 1
	Average total days in REO
	 	 	 	Day 1
	REO Date of Sale Days (# days)
	 	 	 	Day 1
	Number of Days from REO Date to Listing Date
	 	 	 	Day 1
	Number of Days from REO Listing to Sale Date
	 	 	 	Day 1
	Number of Days from REO Contract Date to Sale Date
	 	 	 	Day 1
	Oldest asset currently in inventory (# days)
	 	 	 	Day 1
	 
	 	 	 	 
	Cost Statistics

	Average Sale Price as a Percentage of Original List Price
	 	 	 	Day 1
	Average Sale Price as a Percentage of Appraised Value or
BPO
	 	 	 	Day 1
	Average Decline in Value From Originations to Final Sale
	 	 	 	To be developed
	Average Loss Percentage
	 	 	 	Day 1
	Average Brokerage Commission
	 	 	 	Day 1
	Average Eviction Costs
	 	 	 	Day 1
	% of Properties requiring Eviction
	 	 	 	Day 1
	Average Property Inspection Costs
	 	 	 	Day 1
	Average BPO Costs
	 	 	 	Day 1
	Average Appraisal Costs
	 	 	 	Day 1
	List Price to FMV (%)
	 	 	 	Day 1
	Sales Price to FMV (%)
	 	 	 	Day 1
	Initial List Price to Sales Price
	 	 	 	Day 1
	Average Cost Associated with Property Preservation
	 	 	 	Day 1
	Average Cost Associated with Real Estate Tax Escrow
	 	 	 	Day 1
	Average Cost Associated with Hazard Insurance Escrow
	 	 	 	Day 1
	Average Cost Associated with Flood Insurance Escrow
	 	 	 	Day 1






 









Table of Contents






	 	 	 	 	 
	Field	 	Description	 	 
	Holding Period Expenses as a % of Sales Price
	 	 	 	Day 1
	 
	 	 	 	 
	Other REO Metrics

	Gross sales to market value ratio (% annualized)
	 	 	 	Day 1
	Net sales to market value (% annualized)
	 	 	 	Day 1
	Cash for Keys success rate (% annualized)
	 	 	 	Day 1
	# of Interior property valuations obtained
post-foreclosure sale per property
	 	 	 	To be developed






REO — Employee Statistics




Report Description:



This report details REO employee statistics.




	 	 	 

	Total number of full time employees
	 	Semi
	Total number of part time employees
	 	Semi
	 
	 	 
	Total number of temporary employees
	 	Semi
	 
	 	 
	Average years industry experience — management
	 	Semi/Global
	 
	 	 
	Average years experience with present employer — management
	 	Semi/Global
	 
	 	 
	Average years industry experience — REO specialist
	 	Semi/Global
	 
	 	 
	Average years experience with present employer — REO specialist
	 	Semi/Global
	 
	 	 
	Total number of full time employees
	 	Semi/Global
	 
	 	 
	Total number of part time employees
	 	Semi/Global
	 
	 	 
	Total number of temporary employees
	 	Semi/Global
	 
	 	 
	Average years industry experience — management
	 	Semi/Global






 









Table of Contents










CHANGE MANAGEMENT




CHANGE CONTROL REQUIREMENTS



Nationstar shall comply with the change control requirements in this section.



Prior to using any new software or new equipment to provide the Services, Nationstar shall have
verified that the item has been properly tested, installed, is operating in accordance with its
specifications, and is performing its intended function in a reliable manner.



Nationstar shall not make the following changes including implementing a change in reporting or
data delivery without written approval from First Tennessee:





	 	•	 	a change that would require First Tennessee to modify an existing technology interface,
eliminate or modify an existing agreed upon reporting structure
	 
	 	•	 	a change increasing First Tennessee’s Charges under the Agreement




NOTICE OF CHANGES



Nationstar shall keep First Tennessee informed of all changes to the environment used to provide
this Service to the extent that It would require First Tennessee to modify or make adjustments in
their environment in accordance with the following:





	 	•	 	Nationstar shall notify First Tennessee, at least 7 (seven) days in advance of and
within 2 (two) days following, planned material changes made to the Services that would
require First Tennessee to modify an existing technology interface, eliminate or modify an
existing agreed upon reporting structure.
	 
	 	•	 	In the event of an emergency affecting Services, Nationstar shall document and promptly
report such Emergency Changes to First Tennessee. Emergency is defined as an event that
affects the delivery of services that would affect the agreed upon SLA’s as defined in this
agreement.









 









Table of Contents











PROBLEM MANAGEMENT



Nationstar shall have a methodology to identify and mitigate system incidents that impact
Services provided to First Tennessee Bank. Ultimately, the goal of every service provider is to
provide their Services in an environment that is problem-free. However, for those rare situations
where problems arise affecting the ability of the provider to deliver the Services, the following
problem management procedures will be observed.



PROBLEM MANAGEMENT REQUIREMENTS



Nationstar shall comply with the Problem Management requirements defined in this section.



Nationstar shall investigate the cause of all critical incidents affecting Services and shall
record and track operational problems through closure. Nationstar will periodically update First
Tennessee on the status of outstanding problems.



Nationstar follows a rigorous problem management process that can be periodically reviewed by First
Tennessee.



PROBLEM REPORTING



Nationstar shall provide First Tennessee with:





	 	•	 	Preliminary cause analysis findings for all Critical Incidents within two (2) Business
Days of the resolution of the incident. A critical incident is defined as an incident that
has caused an agreed upon SLA per this agreement to be missed. Nationstar will provide:






	 	o	 	Actions taken to resolve the incident
	 
	 	o	 	Actions being taken to drive towards root cause
	 
	 	o	 	Actions being taken to prevent an incident recurrence






	 	•	 	Cause analysis reports for Critical Incidents within five (5) Business Days of the resolution.






	 	o	 	Problem Summary
	 
	 	o	 	Problem Details
	 
	 	o	 	Cause
	 
	 	o	 	Timeline of Events
	 
	 	o	 	Response/Follow-up Actions to prevent an incident recurrence






 











Table of Contents





SERVICE LEVEL AGREEMENT (SLA)



for



Governance



between



First Tennessee Bank National Association



As Servicer



and



Nationstar Mortgage LLC



As Sub-Servicer








 









 
















powering your dreams



Table of Contents




	 	 	 	 	 

	OVERVIEW
	 	 	3	 
	Purpose
	 	 	3	 
	Objectives of SLA
	 	 	3	 
	Period of SLA
	 	 	3	 
	Modifications to the SLA
	 	 	3	 
	Disputes
	 	 	3	 
	SERVICE LEVEL AGREEMENT
	 	 	4	 
	Dedicated Team Structure
	 	 	4	 
	Communication Protocol
	 	 	4	 
	CHANGE MANAGEMENT
	 	 	5	 
	PROBLEM MANAGEMENT
	 	 	6	 










 









Table of Contents








OVERVIEW







Purpose



The purpose of this Service Level Agreement (SLA) is to provide a basis for cooperation
between First Tennessee Bank and Nationstar for governance, including Nationstar team structure and
communication protocol. The SLA is contingent on each party knowing and fulfilling their
responsibilities and generating an environment conducive to the achievement and maintenance of
targeted service levels outlined below.







Objectives of SLA





	 	•	 	To create an environment which is conducive to a cooperative relationship between
First Tennessee and Nationstar and to ensure the availability and delivery of services to
First Tennessee.
	 
	 	•	 	To document the responsibilities of all parties taking part in the SLA with the common
goal of meeting established service levels.
	 
	 	•	 	To provide a common understanding of service requirements and of the principles involved
in the measurement of service levels.
	 
	 	•	 	To manage evolution of the SLA through coordinated change management procedures.
	 
	 	•	 	To document the Nationstar team structure and communication protocol that will govern
the relationship between First Tennessee and Nationstar.








Period of SLA



This SLA will commence on the date specified in the Subservicing Agreement with Nationstar
following the acceptance by both parties and will continue until such agreement is terminated or
amended.







Modifications to the SLA



This SLA may be changed or modified at any time upon the written mutual agreement of the
parties.







 









Table of Contents











SERVICE LEVEL AGREEMENT







Dedicated Team Structure



Nationstar will assign a dedicated Portfolio Manager along with a dedicated servicing group.
First Tennessee will work with Nationstar to maintain and periodically update the list of employees
in the dedicated servicing group.












Communication Protocol



The Servicer will conduct, at minimum, monthly calls with First Tennessee to review
loan-level information, discuss portfolio trends, review current portfolio strategies, and
recommend new or alternative strategies designed to maximize results. In addition, the Servicer
will also maintain monthly conference calls to review prior months’ portfolio results with First
Tennessee and review goals for the upcoming month(s). First Tennessee will be provided direct
contact information for the Portfolio Manager(s) in order to facilitate ad-hoc inquiries or
reporting requests. Nationstar will provide a performance reporting package to First Tennessee in
order to facilitate the exchange of monthly data and reporting requirements and such monthly
portfolio performance reporting requirements are set forth in the Mortgage Servicing Data &
Reporting SLA included as an exhibit to the Master Services Agreement.




In the event that issues arise that cannot be resolved through the monthly communication protocol,
they will be escalated to Jay Bray, Nationstar Chief Financial
Officer, and Charlie Tuggle, First
Tennessee Legal Counsel, or his designee.




 









Table of Contents











CHANGE MANAGEMENT



CHANGE CONTROL REQUIREMENTS



Nationstar shall comply with the change control requirements in this section.



Prior to using any new software or new equipment to provide the Services, Nationstar shall have
verified that the item has been properly tested, installed, is operating in accordance with its
specifications, and is performing its intended function in a reliable manner.



Nationstar shall not make the following changes including implementing a change in reporting or
data delivery without written approval from First Tennessee:





	 	•	 	a change that would require First Tennessee to modify an existing technology interface,
eliminate or modify an existing agreed upon reporting structure
	 
	 	•	 	a change increasing First Tennessee’s Charges under the Agreement




NOTICE OF CHANGES



Nationstar shall keep First Tennessee informed of all changes to the environment used to provide
this Service to the extent that It would require First Tennessee to modify or make adjustments in
their environment in accordance with the following:





	 	•	 	Nationstar shall notify First Tennessee, at least 7 (seven) days in advance of and
within 2 (two) days following, planned material changes made to the Services that would
require First Tennessee to modify an existing technology interface, eliminate or modify an
existing agreed upon reporting structure.
	 
	 	•	 	In the event of an emergency affecting Services, Nationstar shall document and promptly
report such Emergency Changes to First Tennessee. Emergency is defined as an event that
affects the delivery of services that would affect the agreed upon SLA’s as defined in this
agreement.





 









Table of Contents











PROBLEM MANAGEMENT



Nationstar shall have a methodology to identify and mitigate system incidents that impact
Services provided to First Tennessee Bank. Ultimately, the goal of every service provider is to
provide their Services in an environment that is problem-free. However, for those rare situations
where problems arise affecting the ability of the provider to deliver the Services, the following
problem management procedures will be observed.



PROBLEM MANAGEMENT REQUIREMENTS



Nationstar shall comply with the Problem Management requirements defined in this section.



Nationstar shall investigate the cause of all critical incidents affecting Services and shall
record and track operational problems through closure. Nationstar will periodically update First
Tennessee on the status of outstanding problems.



Nationstar follows a rigorous problem management process that can be periodically reviewed by First
Tennessee.



PROBLEM REPORTING



Nationstar shall provide First Tennessee with:





	 	•	 	Preliminary cause analysis findings for all Critical Incidents within two (2) Business
Days of the resolution of the incident. A critical incident is defined as an incident that
has caused an agreed upon SLA per this agreement to be missed. Nationstar will provide:






	 	o	 	Actions taken to resolve the incident
	 
	 	o	 	Actions being taken to drive towards root cause
	 
	 	o	 	Actions being taken to prevent an incident recurrence






	 	•	 	Cause analysis reports for Critical Incidents within five (5) Business Days of the resolution.






	 	o	 	Problem Summary
	 
	 	o	 	Problem Details
	 
	 	o	 	Cause
	 
	 	o	 	Timeline of Events
	 
	 	o	 	Response/Follow-up Actions to prevent an incident recurrence






 











Table of Contents





SERVICE LEVEL AGREEMENT (SLA)




for



LITIGATION



between



First Tennessee Bank National Association



As Servicer



and



Nationstar Mortgage LLC



As Sub-Servicer








powering your dreams




 









Table of Contents





          Table of Contents




	 	 	 	 	 

	 Defined Terms
	 	 	3	 
	 Modifications to the SLA
	 	 	3	 
	 SERVICE LEVEL AGREEMENT
	 	 	4	 
	 Points of Contact
	 	 	4	 
	 Service of Process
	 	 	5	 
	 Proper Legal Name, Company Information and Representation of Other Entities
	 	 	5	 
	 Removal of State Actions to Federal Court
	 	 	7	 
	 Legal Holds
	 	 	7	 
	 Outside Counsel
	 	 	7	 
	 Management of Litigation
	 	 	8	 
	 Litigation Support
	 	 	9	 
	 Settlements
	 	 	9	 
	 Systems Access/Document Retrieval
	 	 	9	 
	 Litigation Reports
	 	 	11	 
	 Judicial Foreclosures
	 	 	11	 
	 Contested Foreclosures
	 	 	12	 






 









Table of Contents








Defined Terms



Applicable Requirements has the meaning set forth in the Subservicing Agreement.



BONY means The Bank of New York Mellon, N.A.



Investor has the meaning set forth in the Subservicing Agreement.



Legal Hold means a directive to preserve relevant information, documentation and records, whether
in paper or electronic form, as a result of current or reasonably anticipated litigation,
government investigation or such other matters to avoid spoliation of evidence. A Legal Hold
shall suspend the regularly scheduled destruction of identified records for the duration of the
Legal Hold.



Litigation has the meaning set forth in the Section 4.14 of the Subservicing Agreement,.



Mortgage Loan has the meaning set forth in the Subservicing Agreement.



Point Person means a person or persons designated by each party to the Subservicing Agreement to
serve as a point of contact for the other party with respect to any matters falling under or
relating to the Litigation SLA.



Prior Subservicer means MetLife Bank, N.A., the entity that subserviced the Mortgage Loans prior
to the transfer of servicing to Nationstar.



QWR means a qualified written request as defined by the Real Estate Settlement Procedures Act, 12
U.S.C. §2605(e) and the regulations promulgated thereunder.







Modifications to the SLA



Any changes or modifications to this Litigation SLA must be mutually agreed upon in writing
by the parties.




 









Table of Contents








SERVICE LEVEL AGREEMENT







Points of Contact



Where this SLA requires one party to provide information or notice to the other party, such
information or notice should be provided to the Point Person(s) for each party unless otherwise
specified. The designated Point Persons for Nationstar and First Tennessee are set forth below.
Nationstar and First Tennessee will be responsible for notifying the other party should any Point
Person, or his/her contact information, change.









Nationstar





	 	•	 	Dierk Hohman — Vice President – Associate General Counsel
	 
	 	 	 	Telephone: (469) 549-3001
	 
	 	 	 	Email: dierk.hohman@nationstarmail.com
	 
	 	•	 	Niki Wenker – Paralegal
	 
	 	 	 	Telephone: (469) 549-3174
	 
	 	 	 	Email: niki.wenker@nationstarmail.com





First Tennessee





	 	•	 	Keri Goldstein Unowsky — Senior Vice President & Counsel
	 
	 	 	 	Telephone: (901) 523-4587
	 
	 	 	 	Email: kgunowsky@ftb.com
	 
	 	•	 	Beth Lester — Administrative Assistant
	 
	 	 	 	Telephone: (901) 523-4555
	 
	 	 	 	Email: eelester@ftb.com
	 
	 	•	 	Jennifer Hooker – Paralegal
	 
	 	 	 	Telephone: (901) 523-4268
	 
	 	 	 	Email: jlhooker@ftb.com
	 
	 	•	 	Celia Abbott – Paralegal
	 
	 	 	 	Telephone: (901) 523-4254
	 
	 	 	 	Email: cabbott@ftb.com








 









Table of Contents














Service of Process



Within five business days of receipt, or sooner if necessary to comply with a response or
removal deadline, First Tennessee will forward to the Point Persons for Nationstar any service of
process relating to Mortgage Loans received by First Tennessee and to be managed or handled by
Nationstar.



Within five business days of receipt, or sooner if necessary to comply with a response or removal
deadline, Nationstar will forward to the Point Persons for First Tennessee any service of process
received by Nationstar relating to a Mortgage Loan or Loans, where such process consists of or
relates to the following:





	 	•	 	Class action or purported class action lawsuit
	 
	 	•	 	Any subpoena issued by a governmental entity, including, but not limited to, the SEC,
FHFA, HUD, FDIC, NCUA, DOJ or state attorney general, requesting information regarding
Mortgage Loans as part of or relating to an investigation or apparent investigation
conducted by that governmental entity, regardless of whether First Tennessee is an
identified target
	 
	 	•	 	Any subpoena seeking information regarding a class or group of securitized Mortgage
Loans; the information sought may include, but is not necessarily limited to, First
Tennessee’s sale of securitized Mortgage Loans to other entities, the credit quality,
credit risk or performance of such securitized Mortgage Loans, the origination or
servicing of such securitized Mortgage Loans, or any other information relating to a class
of securitized Mortgage Loans
	 
	 	•	 	Investigatory or administrative enforcement action by a federal or state governmental
entity involving or relating to First Tennessee
	 
	 	•	 	Lawsuits that (i) are not incidental to Nationstar’s duties to service the Mortgage
Loans in accordance with the Agreement, or (ii) exclusively involve allegations against
the Owner, Investors, 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.
	 
	 	•	 	Litigation, including crossclaims, counterclaims and threatened litigation, where
alleged damages equal or exceed $2 million
	 
	 	•	 	Indemnification letters or demands from MetLife, BONY, Fannie Mae, or any other entity








Proper Legal Name, Company Information and Representation of Other Entities



Nationstar is responsible for ensuring that it and its outside counsel identify First
Tennessee, or any party that First Tennessee is obligated to represent, by the party’s proper
legal name in initiating or responding to Mortgage Loan Litigation, or in responding to customer
complaints, QWRs or other legal process or correspondence regarding a Mortgage Loan. Nationstar
must also provide outside counsel with the following information where applicable or required:




Company organization and history



First Tennessee Bank National Association is a national banking association organized under the
laws of the United States with its main office in Memphis, Tennessee. It is a wholly owned
subsidiary of First Horizon National Corporation, a Tennessee corporation and a bank holding
company that is publicly traded on the New York Stock Exchange. No single entity owns more than
10% of the stock of First Horizon National Corporation. First Horizon Home Loan Corporation was
previously a Kansas corporation headquartered in Texas and a wholly owned subsidiary of First
Tennessee. On May 31, 2007, First Horizon Home Loan Corporation was merged into First Tennessee
and became of a division of (i.e., the






 









Table of Contents







same legal entity as) First Tennessee at that time. Due to its merger into First Tennessee,
First Horizon Home Loan Corporation no longer exists as a legal entity.




Proper legal name



In light of First Horizon Home Loan Corporation’s merger into First Tennessee, the legal entity
that owns and/or services the Mortgage Loans is “First Tennessee Bank National Association” (no
abbreviations, no commas). However, for purposes of litigation, we identify ourselves as follows:





	 	•	 	Where the Mortgage Loan was originated by “First Horizon Home Loan
Corporation”:






	 	–	 	First Tennessee Bank National Association, successor in interest by merger to
First Horizon Home Loan Corporation; or
	 
	 	–	 	First Horizon Home Loans, a division of First Tennessee Bank National
Association, successor in interest by merger to First Horizon Home Loan Corporation




While the first designation is more legally accurate (since First Horizon Home Loans, as a
division, is essentially a trade name or dba for First Tennessee), First Tennessee allows outside
counsel to use the second designation if outside counsel believes it would help clarify the
relationship between the entities.





	 	•	 	Where the Mortgage Loan was originated by “First Horizon Home Loans, a division of
First Tennessee Bank National Association”; or by “First Tennessee Bank National
Association”:






	 	–	 	Identify First Tennessee as stated in the Mortgage Loan documents






	 	•	 	Where the Mortgage Loan was originated by any other entity not noted above:






	 	–	 	Contact First Tennessee’s Point Persons for guidance





Representation of Other Entities





	 	•	 	MERS
	 
	 	 	 	First Tennessee has an obligation to defend MERS in any Litigation in which MERS is named
as a defendant where First Tennessee is the current servicer of the Mortgage Loan.
If servicing of the Mortgage Loan has been sold to another entity, that entity will
provide MERS with a defense, even if the new servicing entity is not expressly named in the
Litigation. Where First Tennessee is not the current servicer, Nationstar must notify MERS
of such Litigation to ensure that MERS’ interest will be represented by the new servicer.
	 
	 	 	 	MERS’ proper legal name is “Mortgage Electronic Registration Systems, Inc.” MERS is a
privately held Delaware corporation and a wholly owned subsidiary of MERSCORP, Inc., which
is also a privately held Delaware corporation. MERS’ principal place of business is in
Virginia.
	 
	 	•	 	BONY
	 
	 	 	 	Under the applicable pooling and servicing agreement between First Tennessee and BONY,
First Tennessee is contractually obligated to defend and indemnify BONY with respect to any
Litigation involving a BONY-securitized Mortgage Loan.
	 
	 	 	 	The Bank of New York Mellon, as successor to the Bank of New York, is a New York state
banking institution. It is a wholly owned subsidiary of The Bank of New York Mellon
Corporation, a Delaware corporation.
	 
	 	 	 	In judicial foreclosures of BONY Mortgage Loans, the lawsuit shall be brought in the name
of “The Bank of New York Mellon, as Trustee for the holders of the Certificates, First
Horizon Mortgage Pass-Through Certificates Series FHASI/FHAMS 200___-___, by First Horizon
Home Loans, a




 









Table of Contents






	 	 	 	division of First Tennessee Bank National Association, Master Servicer, in its capacity as
agent for the Trustee under the Pooling and servicing Agreement .” [Nationstar must fill
in the blank spaces by specifying the applicable securitization transaction.]
	 	•	 	All Other Investors
	 
	 	 	 	As with BONY, if any Investor is named as a defendant in Mortgage Loan Litigation, First
Tennessee is contractually obligated to provide the Investor with a defense. In those
situations, Nationstar is responsible for ensuring that the Investor is identified by its
proper legal name and for contacting First Tennessee or the Investor if additional
information about the Investor is required.








Removal of State Actions to Federal Court



For purposes of establishing diversity jurisdiction when removing state-court actions to
federal court, First Tennessee is a citizen of Tennessee; MERS is a citizen of Delaware and
Virginia; and BONY is a citizen of New York.



In California, where a foreclosure trustee service is named as a defendant, its citizenship is
irrelevant for diversity purposes where such trustee service files a notice of non-monetary status
pursuant to Cal. Civil Code § 29241. See, e.g., Amaro v. Option One Mortgage Corp., 2009 WL
103302, *1 (C.D.Cal. Jan. 14, 2009) (party that declared nonmonetary status did not need to
consent to removal of case to federal court). Nationstar shall seek to have the trustee service
file a notice of nonmonetary status to effectuate removal of the action, where removal to federal
court is advisable.



Nationstar shall, wherever possible, remove a state-court lawsuit to federal court unless outside
counsel advises against such action for strategic reasons.







Legal Holds



Subject to Applicable Requirements, Nationstar shall be responsible for implementing Legal
Holds, as necessary, with respect to Litigation and reasonably anticipated Litigation managed by
Nationstar.



Nationstar shall also cooperate with First Tennessee, at First Tennessee’s reasonable request, in
implementing Legal Holds with respect to Litigation and reasonably anticipated Litigation managed
by First Tennessee. In such situations, First Tennessee will provide a Legal Hold memorandum to
Nationstar detailing the information, records and documents that must be held pursuant to the
Legal Hold. It will be Nationstar’s responsibility to ensure that the Legal Hold is properly
implemented and maintained until First Tennessee notifies Nationstar that the Legal Hold may be
removed.



If Nationstar fails to preserve information subject to Applicable Requirements and as reasonably
required by First Tennessee, and such failure to preserve information results in sanctions or
other loss to First Tennessee, its outside counsel or its Investor, Nationstar will be responsible
for paying or reimbursing First Tennessee, its outside counsel, or its Investor for any loss
incurred; provided, however, that Nationstar shall not be required to reimburse First Tennessee
against (i) any such loss attributable to the willful misconduct, bad faith, negligence or
reckless disregard of First Tennessee or (ii) the failure of First Tennessee to comply with any or
all of its covenants, obligations, warranties, or representations contained in the Subservicing
Agreement or this SLA.







Outside Counsel



Nationstar shall provide to First Tennessee within thirty (30) days of the date of the
Agreement a list of panel or preferred local foreclosure counsel (the “Preferred Local
Foreclosure Counsel List”) to be utilized by Nationstar with respect to Mortgage Loan foreclosure
Litigation. First Tennesse may provide Nationstar a list of preferred counsel for Nationstar’s
consideration for Mortgage Loan Litigation. Nationstar and First






 









Table of Contents







Tennessee agree that Nationstar’s Preferred Local Foreclosure Counsel List may be modified only by
mutual written agreement of the parties, such agreement not to be unreasonably withheld.







Management of Litigation




Litigation Filed/Served After Transfer of Servicing to Nationstar



As set forth in the Subservicing Agreement, Nationstar shall be responsible for the management and
administration of all Mortgage Loan Litigation except for the following, which will be managed by
First Tennessee:





	 	•	 	Class actions and purported class actions per the parameters set forth in Section
4.14(d) of the Subservicing Agreement
	 
	 	•	 	Litigation that (i) is not incidental to Nationstar’s duties to service the Mortgage
Loans in accordance with the Agreement, or (ii) exclusively involves allegations against
the Owner, Investors, 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;
	 
	 	•	 	Litigation, including threatened Litigation, crossclaims and counterclaims, where the
damages alleged equal or exceed $2 million
	 
	 	•	 	Litigation for which First Tennessee’s Prior Subservicer has agreed to indemnify First
Tennessee
	 
	 	•	 	Any actual or threatened investigatory or administrative enforcement action by a
federal or state governmental entity or regulatory body involving or relating to First
Tennessee and the Mortgage Loans
	 
	 	•	 	Any other Litigation which First Tennessee may choose to manage due to the substantive
nature of the allegations raised (e.g., allegations regarding MERS, chain of custody
issues, securitizations, etc.)




First Tennessee will promptly notify Nationstar of any Litigation which it chooses to manage and
will promptly apprise Nationstar of the outcome of the Litigation to the extent it would affect
servicing and/or foreclosure of the Mortgage Loan.



In managing Litigation, Nationstar shall file title insurance claims where claims asserted in the
Litigation may be subject to coverage.




Litigation Filed/Served Prior to Transfer of Servicing to Nationstar



Any Litigation currently managed by First Tennessee will continue to be managed by First Tennessee
following the servicing transfer.



With respect to pre-transfer Litigation currently managed by First Tennessee’s Prior Subservicer,
Nationstar will be responsible for managing such Litigation upon transfer of servicing to
Nationstar. Prior to the date of transfer, First Tennessee will provide Nationstar with a
spreadsheet reflecting all Litigation currently managed by First Tennessee’s Prior Subservicer and
for which Nationstar will become responsible upon date of transfer and such spreadsheet shall
contain the information in the Litigation Reports (as defined below). Nationstar shall continue
to use the outside counsel already retained on each case unless Nationstar reasonably determines
that a change in counsel is warranted.










 









Table of Contents





Qualified Written Requests




Pursuant to Applicable Requirements, Nationstar shall respond, on behalf of First Tennessee or the
applicable Investor, to any letter purporting to be a QWR. Should Nationstar fail to properly
respond to a QWR or purported QWR or to respond within statutory timeframes, Nationstar shall
defend and indemnify First Tennessee for any losses it may incur, including incurrence of
reasonable attorneys’ fees, as a result of any such failure by Nationstar; provided, however,
Nationstar shall not be required to indemnify First Tennessee against (i) any such loss
attributable to the willful misconduct, bad faith, negligence or reckless disregard of First
Tennessee or (ii) the failure of First Tennessee to comply with any or all of its covenants,
obligations, warranties, or representations contained in the Subservicing Agreement or this SLA.
Upon reasonable request and notice, First Tennessee shall have the right to review or audit
Nationstar’s QWR responses to ensure that they comply with Applicable Requirements.







Litigation Support




Subpoenas



Nationstar shall reasonably assist First Tennessee or the applicable Investor in responding to
subpoenas and other reasonable requests for information seeking disclosure of information relating
to Mortgage Loans. Such assistance may include, but is not limited to, gathering information to
provide in response to the subpoena; providing a records custodian affidavit if requested; and
implementing a Legal Hold if requested.




Other Litigation Support



Nationstar shall reasonably cooperate with First Tennessee in providing Litigation support with
respect to any Litigation matters managed by First Tennessee. Such cooperation shall include, but
not be limited to:





	 	•	 	making available all information, documents and employees necessary to defend First
Tennessee’s and/or the Investor’s interests or to aid First Tennessee in settling the
Litigation;
	 
	 	•	 	verifying servicing-related discovery responses and/or executing affidavits or
declarations regarding servicing-related factual matters;
	 
	 	•	 	appearing to testify at a deposition or trial where requested by First Tennessee or
required by another party to the Litigation (and Nationstar shall be reimbursed through a
Servicing Advance or as a Pass-Through under the Subservicing Agreement, whichever form
of reimbursement is applicable, for all out-of-pocket costs to attend and participate at a
deposition or trial); and
	 
	 	•	 	representing First Tennessee and/or the Investor at mediation, if reasonably requested
(and Nationstar shall be reimbursed through a Servicing Advance or as a Pass-Through under
the Subservicing Agreement, whichever form of reimbursement is applicable, for all
out-of-pocket costs to attend and participate in such mediation).








Settlements



Nationstar shall not, without the prior written consent of First Tennessee, settle or
compromise any claim against First Tennessee or any of its Affiliates or Investors arising out of
or relating to any Mortgage Loan Litigation, other than any settlement involving solely the
payment of money damages not to exceed [*] in any one (1) instance
up to an aggregate of [*] for all such settlements during any
calendar quarter. Nationstar must obtain the prior written consent of First Tennessee for any
settlements that cause this quarterly aggregate number to be exceeded.







Systems Access/Document Retrieval





 




			
	*	 	[Confidential Treatment Requested]






 









Table of Contents







Nationstar shall provide First Tennessee with read-only access to Nationstar’s loan
servicing systems to enable First Tennessee to directly access and print loan origination files
and other loan origination- and servicing-related information. On or before the date which is
fifteen (15) days following the date of the Agreement, First Tennessee will provide Nationstar
with a list of First Tennessee employees who will require systems access. On or before the date
which is thirty (30) days following the date of the Agreement, Nationstar shall provide such
employees with the training necessary to enable the employees to utilize Nationstar’s system.







 









Table of Contents











Litigation Reports



Nationstar shall provide First Tennessee with monthly Litigation reports (“Litigation
Reports”) by the tenth (10th) business day of each month. Such Litigation Reports will
reflect all Litigation matters that were open (both opened and already pending) during the prior
month. The Litigation Report shall contain the following information:





	 	•	 	Case Name
	 
	 	•	 	Court
	 
	 	•	 	Borrower Name
	 
	 	•	 	Loan Number
	 
	 	•	 	Investor
	 
	 	•	 	Date Served or Notified
	 
	 	•	 	UPB
	 
	 	•	 	Outside Counsel (responsible attorney, law firm, and contact information)
	 
	 	•	 	Litigation Type (e.g., contested foreclosure, mechanic’s lien, etc.)
	 
	 	•	 	Summary of Case
	 
	 	•	 	How Resolved








Judicial Foreclosures



As noted above, Nationstar shall ensure that outside counsel correctly identify First
Tennessee and/or the Investor in any judicial foreclosure action.



With respect to judicial foreclosures of securitized loans, Nationstar shall provide to outside
foreclosure counsel, prior to the initiation of the initial referral of foreclosure proceedings to
such outside foreclosure counsel, the following memoranda developed by First Tennessee in-house
counsel: “Best Practices for the Foreclosure of Loans in Securitizations” (Appendix __) and
“Sample Description of Chain of Title for Loans in Securitizations” (Appendix __). Nationstar
will obtain from each outside foreclosure counsel a written acknowledgement of their receipt of
the memoranda.



Should Nationstar or outside counsel have any questions regarding the judicial foreclosure of a
securitized loan, or require assistance, guidance, or documentation in establishing chain of
custody to the court, Nationstar or its outside counsel should
contact Keri Unowsky (contact information provided above) or Elizabeth Pritchard (Sr. VP &
Counsel; 901-523-4727; eapritchard@ftb.com).





 









Table of Contents








Contested Foreclosures



First Tennessee seeks to avoid foreclosure of Mortgage Loans where reasonably and feasibly
possible by placing borrowers into performing loans through loss mitigation and loan modification
alternatives. Consequently, when Litigation is initiated by a borrower in response to foreclosure
by First Tennessee, whether as a foreclosure counterclaim or a separate lawsuit, Nationstar must
review the Mortgage Loan to ensure that loss mitigation alternatives had been fully explored and
exhausted prior to initiation of the foreclosure process. If Nationstar determines that loss
mitigation alternatives had not been fully explored or exhausted, it shall evaluate whether a loan
modification or other form of loss mitigation is feasible, and if so, take steps to effectuate
such a result.



If Nationstar determines that First Tennessee’s Prior Subservicer had instituted foreclosure
without fully exploring or exhausting loss mitigation alternatives or before a borrower’s loan
modification application had been fully processed and considered, Nationstar must promptly notify
First Tennessee of such determination so that First Tennessee can take any action it deems
appropriate.



Similarly, if a borrower alleges that First Tennessee’s Prior Subservicer did not properly service
a Mortgage Loan and Nationstar determines that such allegations have merit, Nationstar must
promptly notify First Tennessee of its determination so that First Tennessee can take any action
it deems appropriate.




 









Table of Contents





SERVICE LEVEL AGREEMENT (SLA)




for



SERVICING STANDARDS



between



FIRST TENNESSEE BANK



As Servicer



and



Nationstar



As Sub-Servicer



 









Table of Contents








powering your dreams




Table of Contents




	 	 	 	 	 

	OVERVIEW
	 	 	3	 
	PURPOSE
	 	 	3	 
	OBJECTIVES OF SLA
	 	 	3	 
	PERIOD OF SLA
	 	 	3	 
	MODIFICATIONS TO THE SLA
	 	 	3	 
	SERVICE LEVEL AGREEMENT
	 	 	4	 
	DELEGATED AUTHORITY MATRIX
	 	 	4	 
	SERVICE-LEVEL TARGETS
	 	 	5	 
	CHANGE MANAGEMENT
	 	 	7	 
	PROBLEM MANAGEMENT
	 	 	8	 






 









Table of Contents









OVERVIEW







PURPOSE



The purpose of this Service Level Agreement (SLA) is to provide a basis for cooperation
between First Tennessee Bank and Nationstar and to specify those roles and responsibilities
reserved to First Tennessee and those delegated to Nationstar. Additionally, this SLA prescribes
certain service-levels that First Tennessee expects Nationstar to meet in their role as
sub-servicer. The SLA is contingent on each party knowing and fulfilling their responsibilities and
generating an environment conducive to the achievement and maintenance of targeted service levels
outlined below.







OBJECTIVES OF SLA





	 	•	 	To create an environment which is conducive to a cooperative relationship between
First Tennessee and Nationstar and to ensure the availability and delivery of services to
First Tennessee.
	 
	 	•	 	To document the responsibilities of all parties taking part in the SLA with the common
goal of meeting established service levels.
	 
	 	•	 	To define, in detail, the service to be delivered by Nationstar and the level of service
which will be expected.
	 
	 	•	 	To institute a formal system of objective service level monitoring ensuring that reviews
of the SLA are based on factual data.
	 
	 	•	 	To provide a common understanding of service requirements/capabilities and of the
principles involved in the measurement of service levels.








PERIOD OF SLA



This SLA will commence on the date specified in the Subservicing Agreement between First
Tennessee and Nationstar following the acceptance by both parties and will continue until such
agreement is terminated or amended.







MODIFICATIONS TO THE SLA



This SLA may be changed or modified at any time upon the mutual agreement of the parties .








 









Table of Contents











SERVICE LEVEL AGREEMENT







DELEGATED AUTHORITY MATRIX



The Delegated Authority Matrix specifies servicing roles and responsibilities reserved to
First Tennessee, as Servicer, and those roles and responsibilities delegated to Nationstar, as
Sub-Servicer.



The matrix segments the roles and responsibilities for the Servicer and Sub-Servicer by three
portfolios*:





	 	•	 	Permanent (First Tennessee’s on-balance sheet loans)
	 
	 	•	 	BONY (Bank of New York)
	 
	 	•	 	Other Investors (consisting of various other private investors).
	 
	 	*	 	Note: Treatment of FNMA, FHLMC, GNMA are standardized and not delegated via the matrix.





(Please see attached Delegated Authority Matrix)








 









Table of Contents











SERVICE-LEVEL TARGETS



As Servicer, First Tennessee requires that Nationstar, as Sub-Servicer, meet certain
service-level targets as part of the Master Services Agreement. These service-level targets are
identified in the service-level target matrix contained within this SLA.



As Sub-Servicer, Nationstar is also required to report their service-level statistics on a monthly
basis. This report should contain:





	 	•	 	service-level item
	 
	 	•	 	service-level target
	 
	 	•	 	actual performance for each service-level item over a 13-month period




If Nationstar fails to meet [*] of all SLA Targets measured over a [*] period (two consecutive
reporting periods), and does not cure such failure within [*] calendar month after receipt of
written notice by First Tennessee of such failure of performance (which period may be extended for
up to [*] full calendar months after such notice if Nationstar is diligently pursuing a cure in
good faith in a manner consistent with Accepted Servicing Practices so long as First Tennessee is
not materially prejudiced by such extended period of time), such failure shall be deemed to be an
Event of Default as described in Section 9.1(j) of the Agreement; provided however, First Tennessee
shall provide Nationstar written notice of a breach upon the earlier of (i) the date which occurs
[*] from the date of First Tennessee’s actual knowledge of such breach and, (ii) the date which
occurs within [*] after the date in which the breach should have been reasonably known by First
Tennessee. Failure to provide such notice within the foregoing timeframes shall be deemed a waiver
of such breach, but such waiver shall not extend to any subsequent or other default or impair any
right consequent thereon except to the extent expressly so waived.




(Please see Service-Level Target Matrix below)






 




			
	*	 	[Confidential treatment requested]




 









Table of Contents










Service-Level Target Matrix




	 	 	 
	Service-Level Item	 	Target
	Collection Department Volume
	 	 
	Abandonment Rate for Inbound Calls

	 	[*]
	Average Speed of Answer for Inbound Calls

	 	[*]
	Daily Penetration Rate (Overall)

	 	[*]
	Average Number of Attempts per Account per Month

	 	[*]
	Percentage of Promises to Pay Made (Overall)

	 	[*]
	Percentage of Promises to Pay Kept (Overall)

	 	[*]
	Loss Mitigation
	 	 
	ASA

	 	[*]
	Abandonment Rate

	 	[*]
	Centralized Modification Team
	 	 
	Average Number of Days to First Attempted Contact after Referral

	 	[*]
	Average Number of Days to Confirmation of Receipt of Response Package

	 	[*]
	Average Number of Days for Incomplete Information Notice

	 	[*]
	Average Number of Days to Decision Notice Sent to Borrower

	 	[*]
	Foreclosure
	 	 
	Percent of Files That Are Completed Within Agency Timelines (excluding delays)

	 	[*]
	Percent of Cases That Foreclosure Costs Exceed Agency Maximum

	 	[*]
	REO
	 	 
	Average Number of Days Marketing Time

	 	[*]
	Average Number of Days Eviction Time

	 	[*]
	Average Sale Price as a Percentage of Original List Price

	 	[*]
	Average Sale Price as a Percentage of Appraised Value (or BPO)

	 	[*]
	Average total days in REO

	 	[*]
	Customer Service
	 	 
	Abandonment rate (% Annualized)

	 	[*]
	Average speed of answer (Seconds Annualized)

	 	[*]
	First call resolution rate (%)

	 	[*]
	Escalated Complaints Center
	 	 
	Average hours/days to response to Customer

	 	[*]
	Average hours/days to resolve Customer Issue

	 	[*]
	Average days for written response to be generated

	 	[*]








 




			
	*	 	[Confidential treatment requested]





 









Table of Contents











CHANGE MANAGEMENT



CHANGE CONTROL REQUIREMENTS



Nationstar shall comply with the change control requirements in this section.



Prior to using any new software or new equipment to provide the Services, Nationstar shall have
verified that the item has been properly tested, installed, is operating in accordance with its
specifications, and is performing its intended function in a reliable manner.



Nationstar shall not make the following changes, including implementing a change in reporting or
data delivery without written approval from First Tennessee:





	 	•	 	a change would require First Tennessee to modify an existing technology interface,
eliminate or modify an existing agreed upon reporting structure
	 
	 	•	 	a change increasing First Tennessee’s Charges under the Agreement




NOTICE OF CHANGES



Nationstar shall keep First Tennessee informed of all changes to the environment used to provide
this Service to the extent that It would require First Tennessee to modify or make adjustments in
their environment in accordance with the following:





	 	•	 	Nationstar shall notify First Tennessee, at least 7 (seven) days in advance of and
within 2 (two) days following, planned material changes made to the Services that would
require First Tennessee to modify an existing technology interface, eliminate or modify an
existing agreed upon reporting structure.
	 
	 	•	 	In the event of an emergency affecting Services, Nationstar shall document and promptly
report such Emergency Changes to First Tennessee. Emergency is defined as an event that
affects the delivery of services that would affect the agreed upon SLA’s as defined in this
agreement.







 









Table of Contents








PROBLEM MANAGEMENT



Nationstar shall have a methodology to identify and mitigate system incidents that impact
Services provided to First Tennessee Bank. Ultimately, the goal of every service provider is to
provide their Services in an environment that is problem-free. However, for those rare situations
where problems arise affecting the ability of the provider to deliver the Services, the following
problem management procedures will be observed.



PROBLEM MANAGEMENT REQUIREMENTS



Nationstar shall comply with the Problem Management requirements defined in this section.



Nationstar shall investigate the cause of all critical incidents affecting Services and shall
record and track operational problems through closure. Nationstar will periodically update First
Tennessee on the status of outstanding problems.



Nationstar follows a rigorous problem management process that can be periodically reviewed by First
Tennessee.



PROBLEM REPORTING



Nationstar shall provide First Tennessee with:





	 	•	 	Preliminary cause analysis findings for all Critical Incidents within two (2) Business
Days of the resolution of the incident. A critical incident is defined as an incident that
has caused an agreed upon SLA per this agreement to be missed. Nationstar will provide:






	 	o	 	Actions taken to resolve the incident
	 
	 	o	 	Actions being taken to drive towards root cause
	 
	 	o	 	Actions being taken to prevent an incident recurrence






	 	•	 	Cause analysis reports for Critical Incidents within five (5) Business Days of the resolution.






	 	o	 	Problem Summary
	 
	 	o	 	Problem Details
	 
	 	o	 	Cause
	 
	 	o	 	Timeline of Events
	 
	 	o	 	Response/Follow-up Actions to prevent an incident recurrence






 











Table of Contents





Delegated Authority Matrix

General




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PERM	 	BONY	 	Other Investors	 	 
	 	 	 	 	Owner’s	 	 	 	Owner’s	 	 	 	Owner’s	 	 
	 	 	Delegated	 	Approval	 	Delegated	 	Approval	 	Delegated	 	Approval	 	 
	Action	 	Authority	 	Required	 	Authority	 	Required	 	Authority	 	Required	 	Terms and Conditions
	Paid-In-Full Loans with Balances

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pre-Payment Penalty (PPP) Waivers

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Releasing Liens

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subordinations

	 	X
	 	X
	 	n/a
	 	n/a
	 	X
	 	X
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Responding to Disputes and Written
Complaints

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Setting Up Escrow For First Mortgage 

Loans

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dissolving an Escrow Account

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest on Escrow

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hazard Insurance

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flood Insurance

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment of Delinquent Real Estate Taxes

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Release of Hazard Insurance Proceeds

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable 1098, 1099A and 1099C IRS
Reporting

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non HAMP NPV Model

	 	 	 	X
	 	 	 	X
	 	n/a
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hardship / Disaster

	 	 	 	X
	 	 	 	X
	 	 	 	X
	 	[*]






 




			
	*	 	[Confidential Treatment Requested]




Confidential — Internal Distribution





 









Table of Contents





Delegated Authority Matrix

Collections




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PERM	 	BONY	 	Other Investors	 	 
	 	 	 	 	Owner’s	 	 	 	Owner’s	 	 	 	Owner’s	 	 
	 	 	Delegated	 	Approval	 	Delegated	 	Approval	 	Delegated	 	Approval	 	 
	Action	 	Authority	 	Required	 	Authority	 	Required	 	Authority	 	Required	 	Terms and Conditions
	Collections Efforts

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Timing of Breach Notice

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment Workout Plans (Reages)

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Repayment Plans

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Custom Modification

	 	X
	 	 	 	X
	 	 	 	X
	 	Investor Driven
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Forgiveness of Principal,
Interest or Other Amounts
Owed

	 	 	 	X
	 	 	 	X
	 	 	 	X
	 	[*]






 




			
	*	 	[Confidential Treatment Requested]



Confidential — Internal Distribution




 









Table of Contents





Delegated Authority Matrix

Resolution




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PERM	 	BONY	 	Other Investors	 	 
	 	 	 	 	Owner’s	 	 	 	Owner’s	 	 	 	Owner’s	 	 
	 	 	Delegated	 	Approval	 	Delegated	 	Approval	 	Delegated	 	Approval	 	 
	Action	 	Authority	 	Required	 	Authority	 	Required	 	Authority	 	Required	 	Terms and Conditions
	Short Sale

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deed — in — Lieu
(DIL)

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash for Keys — DIL

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FHA & VA Servicing

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreclosure Referral

	 	X
	 	 	 	X
	 	X
	 	X
	 	X
	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERS

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreclosure Bidding
Instructions

	 	X
	 	 	 	X
	 	 	 	X
	 	X
	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property
Preservation

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreclosure and
Bankruptcy Fees and
Costs

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bankruptcy

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[ * ]





 
 




			
	*	 	[Confidential treatment requested]



Confidential — Internal Distribution




 









Table of Contents





Delegated Authority Matrix

REO




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PERM	 	BONY	 	Other	 	 
	 	 	 	 	Owner’s	 	 	 	Owner’s	 	 	 	Owner’s	 	 
	 	 	Delegated	 	Approval	 	Delegated	 	Approval	 	Delegated	 	Approval	 	 
	Action	 	Authority	 	Required	 	Authority	 	Required	 	Authority	 	Required	 	Terms and Conditions
	Registering of REO Properties

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dwelling Insurance

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Relocation Assistance to
Shorten Eviction — Cash For
Keys

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REO List Price

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REO List Price Reductions

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REO Repairs / Improvements

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Preservation /Emergency 

Repairs

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acceptance of REO Sales Offer

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Settlement of Litigated
Mortgage Loans

	 	 	 	X
	 	 	 	X
	 	 	 	X
	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Approval of any Form Letters

	 	X
	 	 	 	X
	 	 	 	X
	 	 	 	[*]






 




			
	*	 	[Confidential Treatment Requested]



Confidential — Internal Distribution





 











Table of Contents




Perm/HFS Modification Matrix






	 	 	 	 	 
	Topic	 	Guidelines	 	Comments
	Hardship Letter
	 	 	 	 
	Short Term Hardship (<5yrs)
	 	[*]	 	[*]
	 
	 	 	 	 
	Long Term Hardship (<5yrs)
	 	 [*]	 	[*]
	 
	 	 	 	 
	Borrower  Qualifications
	 	[*]	 	 











 




			
	*	 	[Confidential Treatment Requested]








	 	 	 	 	 

	 
	 	Perm Modification Matrix
	 	Page 1















Table of Contents




Perm/HFS Modification Matrix





	 	 	 	 	 
	Topic	 	Guidelines	 	Comments
	Existing Loan  Qualifications
	 	 	 	 
	 

	 	[*]	 	[*]
	 
	 	 	 	 
	Document Delivery

	 	[*]
	 	[*]









 




			
	*	 	[Confidential Treatment Requested]








 
	 	 	 	 	 

	 
	 	BoNY Modification Matrix
	 	Page 2















Table of Contents







	 	 	 	 	 
	Topic	 	Guidelines	 	Comments
	Eligibility Review

	 	[*]
	 	[*]
	 
	 	 	 	 
	Waterfall

	 	[*]	 	 
	 
	 	 	 	 
	Underwriting Review

	 	[*]	 	[*]









 




			
	*	 	[Confidential Treatment Requested]






 
	 	 	 	 	 

	 
	 	BoNY Modification Matrix
	 	Page 3















Table of Contents




Perm/HFS Modification Matrix





	 	 	 	 	 
	Topic	 	Guidelines	 	Comments
	Ratios

	 	[*]	 	 
	 
	 	 	 	 
	Mod Terms
	 	[*]	 	 
	 
	 	 	 	 
	Additional  Underwriting Criteria
	 	[*]	 	 
	 
	 	 	 	 









 




			
	*	 	[Confidential Treatment Requested]











	 	 	 	 	 

	 
	 	BoNY Modification Matrix
	 	Page 4
















Table of Contents




Perm/HFS Modification Matrix





	 	 	 	 	 
	Topic	 	Guidelines	 	Comments
	 

	 	[*]	 	 
	 
	 	 	 	 
	Miscellaneous

	 	[*]	 	[*]
	 
	 	 	 	 






 




			
	*	 	[Confidential Treatment Requested]






	 	 	 	 	 

	 
	 	BoNY Modification Matrix
	 	Page 5















Table of Contents




Perm/HFS Modification Matrix





	 	 	 	 	 
	Topic	 	Guidelines	 	Comments
	 

	 	[*]
	 	[*]
	 
	 	 	 	 






NOTE: This Matrix is not intended to be an all inclusive listing of modification guidelines,
but a quick reference quide. A comprehensive Guideline Manual will be provided which should be
consulted in connection with the underwriting and approval of any modification.





	comments:	 	 Loans held on the portfolio with mortgage insurance as well as any investor loans must defer to specified mortgage insurance company or investor requirements (i.e., Fannie, Freddie, Ginnie)






 




			
	*	 	[Confidential Treatment Requested]






	 	 	 	 	 

	 
	 	BoNY Modification Matrix
	 	Page 6
















Table of Contents





BoNY

Modification Matrix




	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	Hardship Letter

Short Term Hardship

(<5yrs)

	 	[*]
	 	[*]
	 
	 	 	 	 
	Long Term Hardship

(>5yrs)

	 	[*]
	 	[*]
	 
	 	 	 	 






 




			
	*	 	[Confidential Treatment Requested]




BoNY Modification Matrix




Page 1









Table of Contents





BoNY

Modification Matrix




	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	Borrower 

Qualifications

	 	[*]	 	 
	 
	 	 	 	 
	Existing Loan 

Qualifications

	 	[*]	 	[*]
	 
	 	 	 	 
	Document Delivery

	 	[*]
	 	[*]
	 
	 	 	 	 






 




			
	*	 	[Confidential Treatment Requested]




BoNY Modification Matrix



Page 2









Table of Contents






	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	 

	 	[*]	 	 






 




			
	*	 	[Confidential Treatment Requested]





BoNY Modification Matrix







Page 3









Table of Contents








BoNY

Modification Matrix




	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	Eligibility Review

	 	[*]	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Eligibility Review

	 	[*]
	 	[*]
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Waterfall

	 	[*]	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 








 




			
	*	 	[Confidential Treatment Requested]




BoNY Modification Matrix





Page 4









Table of Contents





BoNY

Modification Matrix




	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	Underwriting Review

	 	[*]	 	 
	 
	 	 	 	 
	 

	 	 	 	[*]
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Ratios

	 	[*]	 	 
	 

	 	 	 	 






 




			
	*	 	[Confidential Treatment Requested]





BoNY Modification Matrix




Page 5









Table of Contents






	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	Mod Terms

	 	[*]	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 






 




			
	*	 	[Confidential Treatment Requested]




BoNY Modification Matrix




Page 6









Table of Contents





BoNY

Modification Matrix




	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	Additional 

Underwriting 

Criteria

	 	[*]	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 







 




			
	*	 	[Confidential Treatment Requested]




BoNY Modification Matrix




Page 7









Table of Contents





BoNY

Modification Matrix




	 	 	 	 	 
	Topic	 	Requirements	 	Comments
	 
	 	 	 	 
	Miscellaneous

	 	[*]	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 
	 	[*]
	 
	 	 	 	 





NOTE: This Matrix is not intended to be an all inclusive listing of modification guidelines, but a
quick reference quide. A comprehensive Guideline Manual will be provided which should be consulted
in connection with the underwriting and approval of any modification.




Pipeline: For Mods midstream during transfer, previous terms relayed to borrower will prevail







 




			
	*	 	[Confidential Treatment Requested]



BoNY Modification Matrix




Page 8









Table of Contents






Schedule II




Nationstar Subservicing Pricing — First Tennessee




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Perm/HFS	 	 	 	 
	Pricing	 	Description	 	Loans	 	Non-Agency	 	GSE
	Base Fee assuming ancillary/float income goes to Nationstar

	 	•   Loans less than 30 days delinquent

	 	[*]
	 	[*]
	 	[*]
	(Using MBA delinquency methodology)

	 	•   Loans 30-59 days delinquent

	 	[*]
	 	[*]
	 	[*]
	 

	 	•   Loans 60-89 days delinquent

	 	[*]
	 	[*]
	 	[*]
	 

	 	•   Loans >= 90 days delinquent (includes FCL and REO)

	 	[*]
	 	[*]
	 	[*]
	Boarding Fee

	 	•   Fee + actual out of pocket expenses (flood, mers, assignments). Tax cert expenses waived for lifetime.

	 	[*]
	 	[*]
	 	[*]
	Termination/DeBoarding Fee

	 	•   Fee + actual out of pocket expenses (shipping, tax, flood, mers, assignments, etc)

	 	[*]
	 	[*]
	 	[*]
	 
	Collection/Loss Mitigation Incentives:

	 	Eligible for accounts greater than or equal to 60 days delinquent — Non MHA — Non FHA:
	 	Per Loan Incentive

Fee:
	 	Per Loan Incentive

Fee:
	 	Per Loan 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


	 	•   Borrower 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

	 	[*]
	 	[*]
	 	[*]
	•   Modifications — < 60 Days Delinquent


	 	•   Receipt of funds pursuant to client approved modification

	 	[*]
	 	[*]
	 	[*]
	•   Modifications — < 60 + Days Delinquent


	 	•   Receipt of funds pursuant to client approved modification

	 	[*]
	 	[*]
	 	[*]
	•   Claims Fee


	 	•   Filling of claims to HUD

	 	[*]
	 	[*]
	 	[*]
	•   REO Sale Fee


	 	•   Liquidation of REO Asset

	 	[*]
	 	[*]
	 	[*]






Termination Fee Schedule (based on portion and timing of portfolio transfer)1:




	 	 	 	 	 	 	 
	Portion of Portfolio	 	0 to 12 months	 	13 to 24 months	 	After 24 months
	<=25%
	 	[*]
	 	[*]
	 	[*]
	>25% and <=50%
	 	[*]
	 	[*]
	 	[*]
	>50%
	 	[*]
	 	[*]
	 	[*]








 




			
	1	 	Termination fee is due at the end of month 12 for cumulative transfers during months
0-12, at the end of month 24 for cumulative transfers during months 13-24 and at loan level per
transfer post month 24. Portion of Portfolio shall be defined as loans (units) transferred out as a
percentage of initial loans (units) transferred to Nationstar.





	 	 	 	 	 	 	 	 	 
	Claim in Process Fees	 	Description	 	FHA	 	FN/FH/MI	 	PLS
	
•   Claims in
Process


	 	•   Applies to all existing claims at time of
transfer

	 	[*]
	 	[*]
	 	[*]






Optional Insurance Services




	 	 	 

	
•   One Time Set Up Costs 


	 	[*]
	
•   Ongoing Monthly Management
Costs


	 	
[*] per insurance line (not to exceed [*] of monthly earnings with a cap of [*] per month applicable through 7/31/12)








 




			
	*	 	[Confidential treatment requested]














Table of Contents







Schedule
III — Mortgage Loan Data Field Request






	 	 	 
	FIELD	 	FIELD
	PREVIOUS SERVICER LOAN NUM 

INV CODE 

NSM LOAN NUM 

POOL 

UPB 

INT PAID TO DATE 

NEXT DUE 

P&I PAYMENT 

ESCROW PAYMENT 

TOTAL PAYMENT 

ESCROW BALANCE 

ESCROW ADVANCE 

GOVT SUB SUSP 

SUSPENSE BALANCE 

MISC SUSPENSE 

FORBEARANCE SUSPENSE 

HAZARD SUSPENSE 

BORROWER SUBSIDY SUSP BALANCE 

CORPORATE ADVANCE 

YTD INTEREST PAID 

YTD TAXES PAID 

PERFORMING/NON-PERFORMING FLAG 

SERVICE FEE CODE 1

SERVICE FEE AMNT 1

SERVICE FEE CODE 2

SERVICE FEE AMNT 2

YIELD DIFFERENTIAL 

SVC FEE ON I OR E 

ADD/SUB SVC FEE 

DEF LATE CHG 


SERVICE TRANSFER DATE 

CURRENT SERVICER 

PREVIOUS SERVICER LOAN NUM 

INVESTOR LOAN NUMBER 

NSM LN NUM 

BULK ID 

PRODUCT 

MORTGAGE INST 

LOAN TYPE 

IO LOAN Y/N 

ROUNDUP FACTOR 

EXPIRATION DATE OF IO LOAN 

LIEN POSITION 

PREPYMT PENALTY INDICATOR 

PROPERTY ADDRESS 1

PROPERTY ADDRESS 2

PROPERTY CITY 

PROPERTY STATE 

PROPERTY ZIP 

COUNTY

	 	Borrower Contributions

Disbursement Forgiven

Interest Owed Or Payment Not Reported

Principal Forbearance Amount

Principal Write-down (Forgiveness)

Paydown or Payoff of Subordinate Liens?
Paydown or Payoff of Subordinate Liens amount

Co-borrower Social Security Number

Foreclosure Referral Date

Projected Foreclosure Sale Date

Modified Loan Term — Officer Signature Date

ACCT_NBR

STATUS 


Servicer Loan Number

HAMP Servicer Number

Program Type / Campaign ID

Investor Code

Borrower Last Name

Borrower First Name

Borrower Social Security Number

Borrower Execution Date

Submission Status

Date of Original Note

Unpaid Principal Balance before modification

Loan Mortgage Type Code

Last Paid Installment Date before modification

First Lien Indicator

Hardship Reason Code

Monthly Gross Income

Monthly Debt Payments excluding PITIA

NPV — Date

NPV — Model Result Amount Pre-mod

NPV — Model Result Amount post-mod

Amortization Term before modification

Interest Rate before modification

Principal and Interest Payment before modification

Monthly Housing Expense before modification

Delinquent Interest

Servicing Fee Percent after modification

Product before Modification

Maturity Date before modification

Remaining Term before modification

Front Ratio before modification

Back Ratio before modification

Principal and Interest Payment at 31% DTI

Principal and Interest Payment at 38% DTI

Property — Number of Units

Property — Street Address

Property — City

Property — State
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	FIPS 

INTEREST METHOD 

ORIGINAL LOAN AMT 

ORIGINAL INT RATE 

ORIGINAL PI PMT 

CURRENT INT RATE 

NOTE DATE 

1ST PYMT DUE DATE 

MATURITY DATE 

TERM 

AMORT TERM 

BALLOON DATE 

LATE CHARGE FLAG 

LATE CHARGE CODE 

GRACE DAYS 

LATE CHARGE RATE 

PRIMARY BORROWER FIRST NAME 

PRIMARY BORROWER MIDDLE NAME 

PRIMARY BORROWER LAST NAME 

SUFFIX 

CO-BORROWER FIRST NAME 

CO-BORROWER MIDDLE NAME 

CO-BORROWER LAST NAME 

PRIMARY SSN NUM 

CO-BORROWER SSN NUM 

MAILING ADDRESS 1

MAILING ADDRESS 2

MAILING CITY 

MAILING STATE 

MAILING ZIP 

PRIMARY HOME PHONE 

PRIMARY BORROWER BUSINESS PHONE 

CO-BORROWER HOME PHONE 

CO-BORROWER BUSINESS PHONE 

PURCHASE PRICE 

APPRAISED VALUE 

LOAN PURPOSE 

OCCUPANCY 

PROPERTY TYPE 

BUILDING TYPE 

FLOOD PROGRAM 

FLOOD AGENCY CODE 

MAP DATE 

COMMUNITY NO 

PANEL NO 

SUFFIX 

ZONE 

ENTRY DATE 

FLOOD CERTIFICATE 

BUYDOWN / SUBSIDY Y/N 

FHA/VA CASE NUM

	 	Property — Zip Code

Property Valuation — Method

Property Valuation — Date

Property Valuation — As Is Value

Property Condition Code

Property Occupancy Status Code

Property Usage Type Code

Modification Effective Date

Product After Modification

Amortization Term after modification

Unpaid Principal Balance after modification

Last Paid Installment Date after modification

Interest Rate after modification

Interest Rate Lock Date for Modification

First Payment Due Date after modification

Principal and Interest Payment After modification

Escrow Payment After Modification

Monthly Housing Expense after Modification

Maturity Date After Modification

Term after Modification

Front Ratio after modification

Back Ratio after modification

Max Interest Rate after Modification

Length of Trial Period

1st Trial Payment Due Date

1st Trial Payment Posted Date

1st Trial Payment Received Amount

GSE Servicer Number

GSE Loan Number

Underlying Trust Identifier

Co-Borrower Last Name

Co-Borrower First Name

Escrow Payment before modification

Association Dues/Fees before modification

Principal Payment Owed or Not Reported

Other Contributions

Attorney Fees Not In Escrow

Escrow Shortage for Advances

Other Advances

Borrower Contributions

Disbursement Forgiven

Interest Owed Or Payment Not Reported

Principal Forbearance Amount

Principal Write-down (Forgiveness)

Paydown or Payoff of Subordinate Liens?
Paydown or Payoff of Subordinate Liens amount

Co-borrower Social Security Number

Foreclosure Referral Date

Projected Foreclosure Sale Date

Modified Loan Term — Officer Signature Date

ACCT_NBR
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	MERS ACCOUNT (Y/N)

MERS MIN NUM

CREDIT SCORE

CREDIT SCORE DATE

MSG CODE 1
MSG CODE 2
MSG CODE 3
DEMAND/BREACH LETTER DATE

DEMAND/BREACH LETTER EXPIRE

FDIC — FUND ID

FDIC — ASSETTYPE

FDIC — ASSETSUBTYPE

FDIC — ASSETNUMBER

FDIC — POOL NUM

FDIC — LOCATION CODE

ELIGIBILITY CODE

RECOURSE FLAG

FDIC — SALES POOL CODE 


PREVIOUS SERVICER LOAN NUM

NSM LN NUM

1ST DATE CHANGE

OCCURANCE FLAG

INITIAL ADJ PERIOD (MTHS)

1ST CHANGE RATE (MAX)

1ST CHANGE RATE (MIN)

REMAINING ADJ PERIOD (MTHS)

ADJUST CAP ON CHANGE (MAX)

ADJUST CAP ON CHANGE (MIN)

PMT INT ADJ

PMT REMAINING ADJ

FLOOR

CEILING

CURRENT INDEX

INDEX EFFECTIVE DATE

LOOKBACK DAYS

MARGIN

ROUNDING FACTOR

NEXT INT ADJ DATE

NEXT PI ADJ DATE

MAX PRIN BAL PERCENT

FORCE PERIOD

NEXT FORCED DATE

ROUND BASIS

NEG AM FLAG

POA TEASER MONTHS

POA IO PMT

POA 15 YR PMT

POA 30 YR PMT 


PRIOR SERVICER LOAN NUMBER

NSM LOAN NUM

ESCROW TYPE

	 	STATUS 


ServicerLoanNumber

TrialPaymentNumber

TrialPaymentPostedDate

TrialPaymentReceivedAmount

HAMPServicerNumber 


Previous Servicer Loan Num

NSM Loan Number

Billing Method

Avail Balance

Principal Billed

Interest Billed

Cons Loan Type

Cons Plan

Cons Plan Eff Date

Mthly Bill Plan

Tran04 Plan

Increase Credit Limit Plan

Draw Ext Plan

Skip Payment Plan

Last Stmt Date

Mthly Bill Date

Product Code

Product Type

Original Credit Limit

Cons Draw Type

Draw Term Months

Draw Prd Exp Date

Draw Prd Grace Days

Draw Prd Grace Days Exp Date

Min Init Draw Amt

Min Init Draw Percent

Min Draw Amt

Max Draw Amt

Over Crt Limit Amount

Over Credit Limit %
Repay Term

Days Delq to Susp

CC Loan Status

Suspend Type

Draw Suspend Date

Last Check Nbr Ordered

Last Draw Date

No Draws Current Month

No Draws Ytd

No Draws Lol

Annual Fee Assessed Date

Annual Fee Assessed Flag

Zero UPB Date

Zero UPB Exp Date

Ann Fee Assess Day
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	POLICY NUM

COVERAGE

ACCRUAL DATE

MATURITY DATE

MONTHS COVERED

ACCRUAL AMOUNT

ESCROWED (Y/N)

MI PERCENT COV

VENDOR CODE 


Prior Servicer Loan Number

NSM Loan Number

Amount

Sub Type (Description)

Type 


Previous Servicer Loan Num

NSM Ln num

Change Date

Amount

Type (Rate, PI, Escrow) 


PREVIOUS SERVICER LOAN NUM

NSM LN NUM

DATE FIRST LEGAL ACTION COMPLETE

Type of foreclosure action

DATE JUDGMENT FILED

PROJECTED ESTIMATED SALE DATE

DATE LOAN ENTERED FORECLOSURE

APPROVED FORECLOSURE BID AMOUNT

FORECLOSURE SALE DATE THAT HAS TAKEN PLACE

DATE REFERRED TO ATTORNEY

SALE DATE THAT HAS BEEN SCHEDULED BY ATTORNEY

LAST INSPECTION DATE

Foreclosure Attorney Assigned to File


Previous Servicer Loan Num

NSM Ln num

Attorney Referral Date

Attorney ID

AGREED ORDER FILE DATE

BK Start Date

DEBTOR Attorney ADDRESS

DEBTOR Attorney CITY

DEBTOR Attorney NAME

DEBTOR Attorney PHONE

DEBTOR Attorney STATE

DEBTOR Attorney ZIP

BK JURISDICTION

reaffirm_date

Objection Filed

Co Debtor First Name

Co Debtor Middle Name

Co Debtor Last Name

Co Debtor Address 1


	 	
Draw Prd Bill Plan

Draw Prd Bill Pl Eff Date

Draw Prd Tr04 Plan

Repay Bill Plan

Repay Bill Plan Eff Date

Repay Tr04 Plan

Dorm Fee Assmnt Dt

Total Payment Amount

Loan Level Payment

Bill UPB Option

Next Due Date

Pay Calc Method Used

Draw Pd. Flat Int Rate

Draw Prd VRM Plan

Draw Prd Pay Type

Draw Perd Int Method

Repay Prd Flat Int Rate

Repay Prd VRM Plan

Type of Plan Code

Repay Prd Payment Type

Int Free Grace Days

Int Free Grace Period

Repay Prd Int Method

Int Paid to Date

Interest Poor Amt

Int Rate

Int Free Grace Period

Balance Payment Amt

Interest Cap Adjust

APR Calc Method

APR uses UPB/APB

APR Days

Days to Hold Neg Balance 


Previous Servicer Loan Num

NSM Loan Number

Source of Funds

Draw/repay Period

Ccs Vrm Plan Number

Vrm Int Rate Auto Adj Fl

Send Notice

Teaser Rate Flag

Grad/tiered Flag

Tsr Pd Begin Flag

Teaser Exp Type

Teaser Flat Rate

Teaser Index

Teaser Index Date

Teaser Look Back Days

Tsr Idx Begin Date Flag

Teaser Term

Teaser Margin
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	Co Debtor City

Co Debtor State

Co Debtor Zip

Motion for Relief Obtained

Date Notice Received

Classification

mfr_atrn_refer_date

mfr_filed_date

mfr_hearing_date

Post Petition Due Date

BK Type ID

Case num

Date Filed

proof_claim

Dismissed Date

Discharge Date

Post Plan 


NSM Ln Number

reo_number

FC_Sale_Date

Evicton_Start

Evicton_End

Foreclosure_Attorney

Current_Market_Value 


Servicer Loan Number

HAMP Servicer Number

Program Type / Campaign ID

Investor Code

Borrower Last Name

Borrower First Name

Borrower Social Security Number

Borrower Execution Date

Submission Status

Date of Original Note

Unpaid Principal Balance before modification

Loan Mortgage Type Code

Last Paid Installment Date before modification

First Lien Indicator

Hardship Reason Code

Monthly Gross Income

Monthly Debt Payments excluding PITIA

NPV — Date

NPV — Model Result Amount Pre-mod

NPV — Model Result Amount post-mod

Amortization Term before modification

Interest Rate before modification

Principal and Interest Payment before modification

Monthly Housing Expense before modification

Delinquent Interest

Servicing Fee Percent after modification

Product before Modification

	 	
Teaser Term Type

Teaser Round Factor

Teaser Round Basis

Teaser Pd Exp Date

Upb At Last Evaluatn

Interest Round Factor

Interest Round Basis

Interest Look Back Days

Interest Index Date

Vrm Int Calc Index Code

Interes Rate Begin Dt Fl

Interest Index Type

Interest Base Index Rate

Inter Base Mortgage Rate

Interes Next Adjust Date

Inter Last Indx Rate Use

Interest Margin

Interest Lol Code

Interest Floor

Interest Ceiling

Interest Apply Rate

Interest Apply Day 1

Interest Apply Day 2

Interest Period

Interest Min Adjust Cap

Interest Max Adjust Cap

Balance Flag

Margin/rate Flag

Comment

From Upb1

Through UPB1

Margin/rate 1

From Upb2

Through UPB2

Margin/rate 2

From Upb3

Through UPB3

Margin/rate 3

From Upb4

Through UPB4

Margin/rate 4

From Upb5

Through UPB5

Margin/rate 5

From Upb6

Through UPB6

Margin/rate 6

From Upb7

Through UPB7

Margin/rate 7

From Upb8
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	Maturity Date before modification

Remaining Term before modification

Front Ratio before modification

Back Ratio before modification

Principal and Interest Payment at 31% DTI

Principal and Interest Payment at 38% DTI

Property — Number of Units

Property — Street Address

Property — City

Property — State

Property — Zip Code

Property Valuation — Method

Property Valuation — Date

Property Valuation — As Is Value

Property Condition Code

Property Occupancy Status Code

Property Usage Type Code

Modification Effective Date

Product After Modification

Amortization Term after modification

Unpaid Principal Balance after modification

Last Paid Installment Date after modification

Interest Rate after modification

Interest Rate Lock Date for Modification

First Payment Due Date after modification

Principal and Interest Payment After modification

Escrow Payment After Modification

Monthly Housing Expense after Modification

Maturity Date After Modification

Term after Modification

Front Ratio after modification

Back Ratio after modification

Max Interest Rate after Modification

Length of Trial Period

1st Trial Payment Due Date

1st Trial Payment Posted Date

1st Trial Payment Received Amount

GSE Servicer Number

GSE Loan Number

Underlying Trust Identifier

Co-Borrower Last Name

Co-Borrower First Name

Escrow Payment before modification

Association Dues/Fees before modification

Principal Payment Owed or Not Reported

Other Contributions

Attorney Fees Not In Escrow

Escrow Shortage for Advances

Other Advances

Borrower Contributions

Disbursement Forgiven

	 	Through UPB8

Margin/rate 8


Previous Servicer Loan Num

NSM Loan Number

Balance Type

CCS Plan

Cons Plan Eff Date

Cons Sub-Plan Eff Dt

UPB

Current Int Method

Accrued Int Amount

Draw Pd. Flat Int Rate

Draw Pd. Vrm Plan Code

Draw Pd. Payment Type

Draw Period Int Method

Repay Pd. Flat Int Rate

Repay Pd. Arm/vrm Plan Co

Type of Plan Code Used

Repay Pd. Payment Type

Int Free Grace Days

Int Free Grace Period

Repay Period Int Method

Draw Period Payment — Fl

Draw Period Payment + Fl

Draw Period Payment — % of Upb

Draw Period Payment — % of Upb+ Int Y/n

Draw Pd. Payment - % of Upb + Int

Draw Pd Payment - % of Upb + Int + Int

Draw Pd Payment - % of Avg Daily Bal

Draw Pd Pay — % of Avg Daly Bal+int-y/n

Draw Pd Pay — % of Credit Limit

Draw Pd Pay — % of Crdt Limit+int -y/n

Draw Pd. Pay — Declining Principal

Draw Pd. Pay — Dec. Principal+int Y/n

Draw Pd. Pay — Inte rest Only — Y/n

Repay Pd. Payment - Flat Amount

Repay Pd. Payment - Flat Amt+int Y/n

Repay Pd. Payment - % of Upb

Repay Pd. Payment - % of Upb+int Y/n

Repay Pd. Payment - % of Upb+int

Repay Pd. Payment - % of Upb+int Y/n

Repay Pd. Payment - % of Avg Daly Bal

Repay Pd. Pay — %of Avg Daly Bal Y/n

Repay Pd. Payment - % of Crd Limit

Repay Pd. Payment - % of Crd Limit Y/n

Repay Pd. Pay — Dec lining Principal

Repay Pd. Pay — Dec lining Principal Y/n

Repay Pd. Pay — Int

Int Paid-to Date

Interest Poor Amt

Int Rate
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	Interest Owed Or Payment Not Reported

Principal Forbearance Amount

Principal Write-down (Forgiveness)

Paydown or Payoff of Subordinate Liens?
Paydown or Payoff of Subordinate Liens amount

Co-borrower Social Security Number

Foreclosure Referral Date

Projected Foreclosure Sale Date

Modified Loan Term — Officer Signature Date

ACCT_NBR

STATUS 


Servicer Loan Number

HAMP Servicer Number

Program Type / Campaign ID

Investor Code

Borrower Last Name

Borrower First Name

Borrower Social Security Number

Borrower Execution Date

Submission Status

Date of Original Note

Unpaid Principal Balance before modification

Loan Mortgage Type Code

Last Paid Installment Date before modification

First Lien Indicator

Hardship Reason Code

Monthly Gross Income

Monthly Debt Payments excluding PITIA

NPV — Date

NPV — Model Result Amount Pre-mod

NPV — Model Result Amount post-mod

Amortization Term before modification

Interest Rate before modification

Principal and Interest Payment before modification

Monthly Housing Expense before modification

Delinquent Interest

Servicing Fee Percent after modification

Product before Modification

Maturity Date before modification

Remaining Term before modification

Front Ratio before modification

Back Ratio before modification

Principal and Interest Payment at 31% DTI

Principal and Interest Payment at 38% DTI





	 	Int Free Grace Period — Exp Date

Balance Payment Amt

Lol Draw Counter

Interest Cap Adjust

Current Upb div by

Current Upb div by plus interest

Amort Upb over loan term minus Upb/paym freq

Amort Upb over loan term minus Upb/paym freq + intr

Amortize Curr Upb plus interest

Amortize Curr Upb + interest over + interest

Amortize Upb over

Amortize Upb over plus interest

Current Upb divided by

Current Upb divided by plus interest

Amortize Upb + All Accrued int

Amortize Upb + All Accrued int + interest

Current Upb + inter Amortized + ovr nbr months

Current Upb + inter Amor + ovr months + inter 


Previous Servicer Loan Num

NSM Loan Number

Source of Funds

Effective Date

Transaction Sequence Nbr

Date Posted

Date Accrued From

Date Accrued Thru

Nbr of Days Accrued

Int Paid-to Date

Upb After Posted

Adb After Posted

Int Rate When Posted

Per Diem Int Amount

Acr Int_after_post

Reversal Flag


Trans# from Srvytrn

Interest Poor Amt

Amt Accrued This Rcd

Interest Cap Amt

Prior Period Cap Adj

Statement Drop Flag

Principal Amount

Interest Amount

Balance 1

Int Rate 1
















Table of Contents




Schedule III — Mortgage Loan Data Field Request





	 	 	 
	FIELD	 	FIELD
	Property — Number of Units

Property — Street Address

Property — City

Property — State

Property — Zip Code

Property Valuation — Method

Property Valuation — Date

Property Valuation — As Is Value

Property Condition Code

Property Occupancy Status Code

Property Usage Type Code

Modification Effective Date

Product After Modification

Amortization Term after modification

Unpaid Principal Balance after modification

Last Paid Installment Date after modification

Interest Rate after modification

Interest Rate Lock Date for Modification

First Payment Due Date after modification

Principal and Interest Payment After modification

Escrow Payment After Modification

Monthly Housing Expense after Modification

Maturity Date After Modification

Term after Modification

Front Ratio after modification

Back Ratio after modification

Max Interest Rate after Modification

Length of Trial Period

1st Trial Payment Due Date

1st Trial Payment Posted Date

1st Trial Payment Received Amount

GSE Servicer Number

GSE Loan Number

Underlying Trust Identifier

Co-Borrower Last Name

Co-Borrower First Name

Escrow Payment before modification

Association Dues/Fees before modification

Principal Payment Owed or Not Reported

Other Contributions

Attorney Fees Not In Escrow

Escrow Shortage for Advances

Other Advances

Last Draft Date

Next Draft Date

Draft Day

Draft Frequency

Draft Amount

Additional Prin Amount

Total Draft Amount

	 	Accr Int 1

Per Diem 1

Balance 2

Int Rate 2

Accr Int 2

Per Diem 2

Balance 3

Int Rate 3

Accr Int 3

Per Diem 3

Balance 4

Int Rate 4

Accr Int 4

Per Diem 4

Balance 5

Int Rate 5

Accr Int 5

Per Diem 5

Balance 6

Int Rate 6

Accr Int 6

Per Diem 6

Balance 7

Int Rate 7

Accr Int 7

Per Diem 7

Balance 8

Int Rate 8

Accr Int 8

Per Diem 8


Previous Servicer Loan Num

NSM Ln num

Routing Number

Account Number

Account Type























Table of Contents





Schedule IV:
List of Apprlicable Determination Dates, Remittance Dates and
Reporting Dates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	1

	 	 	041	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	2

	 	 	042	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	3

	 	 	044	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	4

	 	 	045	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	5

	 	 	047	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	6

	 	 	050	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	7

	 	 	051	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	8

	 	 	052	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	9

	 	 	086	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	10

	 	 	087	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	11

	 	 	090	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	12

	 	 	091	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	13

	 	 	093	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	14

	 	 	095	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	15

	 	 	096	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	A/A
	 	1 BD after cutoff
	 	NA
	16

	 	 	160	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	17

	 	 	161	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	18

	 	 	163	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	19

	 	 	164	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	20

	 	 	165	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	21

	 	 	166	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	22

	 	 	167	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	23

	 	 	168	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	24

	 	 	169	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	25

	 	 	170	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	26

	 	 	199	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	A/A
	 	1 BD after cutoff
	 	25th
	27

	 	 	211	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	15th
	 	NA
	28

	 	 	216	 	 	[*]
	 	EOM
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	29

	 	 	217	 	 	[*]
	 	EOM
	 	15th
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	2 BD
	30

	 	 	222	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	31

	 	 	254	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	32

	 	 	286	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	33

	 	 	290	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	34

	 	 	291	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	35

	 	 	292	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	36

	 	 	293	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	37

	 	 	294	 	 	[*]
	 	EOM
	 	NA
	 	Na
	 	A/A
	 	5 BD after cutoff
	 	NA
	38

	 	 	301	 	 	[*]
	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	39

	 	 	305	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	40

	 	 	306	 	 	[*]
	 	17th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	41

	 	 	307	 	 	[*]
	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	42

	 	 	308	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	43

	 	 	309	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	44

	 	 	310	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	45

	 	 	311	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th	 	 
	46

	 	 	314	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18TH
	 	NA
	47

	 	 	330	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	48

	 	 	332	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	49

	 	 	333	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	50

	 	 	335	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	51

	 	 	336	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	52

	 	 	342	 	 	[*]
	 	15th
	 	NA
	 	5 BD
	 	S/S
	 	20th
	 	NA






 




			
	*	 	[Confidential Treatment Requested]



1









Table of Contents





Schedule IV: List of Apprlicable Determination Dates, Remittance Dates and Reporting Dates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	53

	 	 	350	 	 	[*]
	 	EOM
	 	NA
	 	15th Calendar Day
	 	A/A
	 	24th
	 	NA
	54

	 	 	351	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	55

	 	 	353	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	56

	 	 	362	 	 	[*]
	 	EOM
	 	15th
	 	15th 1 BD and EOM due same day billing is received
	 	A/A
	 	15th cutoff due 15th, EOM due 10th of month
	 	NA
	57

	 	 	365	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	58

	 	 	370	 	 	[*]
	 	EOM
	 	NA
	 	5th Calendar Day
	 	A/A
	 	20th Calendar Day
	 	NA
	59

	 	 	377	 	 	[*]
	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	[*]
	 	NA
	60

	 	 	378	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	61

	 	 	379	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	62

	 	 	381	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	63

	 	 	383	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	64

	 	 	384	 	 	[*]	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	65

	 	 	385	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	66

	 	 	387	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	67

	 	 	391	 	 	[*]
	 	18th
	 	NA
	 	5 BD
	 	A/A
	 	[*]
	 	NA
	68

	 	 	393	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	69

	 	 	394	 	 	[*]
	 	16th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	70

	 	 	395	 	 	[*]
	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	71

	 	 	396	 	 	[*]
	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	72

	 	 	397	 	 	[*]
	 	15th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	73

	 	 	399	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	74

	 	 	400	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	75

	 	 	401	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	20th
	 	NA
	76

	 	 	402	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	77

	 	 	403	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	78

	 	 	404	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	79

	 	 	406	 	 	[*]	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	80

	 	 	407	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	81

	 	 	408	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	82

	 	 	409	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	83

	 	 	416	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	84

	 	 	417	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	85

	 	 	418	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	86

	 	 	420	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	87

	 	 	421	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	88

	 	 	422	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	89

	 	 	423	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	90

	 	 	424	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	91

	 	 	425	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	92

	 	 	426	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	93

	 	 	427	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	94

	 	 	428	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	95

	 	 	429	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	96

	 	 	430	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	97

	 	 	436	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	98

	 	 	437	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	99

	 	 	438	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	100

	 	 	439	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	101

	 	 	440	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	102

	 	 	441	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	103

	 	 	442	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA







 




			
	*	 	[Confidential Treatment Requested]





2









Table of Contents





Schedule IV: List of Apprlicable Determination Dates, Remittance Dates and Reporting Dates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	104

	 	 	443	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	105

	 	 	444	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	106

	 	 	445	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	107

	 	 	446	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	108

	 	 	447	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	109

	 	 	448	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	110

	 	 	449	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	111

	 	 	450	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	112

	 	 	460	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	113

	 	 	472	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	114

	 	 	473	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	115

	 	 	474	 	 	[*]
	 	15th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	116

	 	 	476	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	117

	 	 	477	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	118

	 	 	478	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	119

	 	 	479	 	 	[*]	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	120

	 	 	481	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	121

	 	 	483	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	122

	 	 	484	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	123

	 	 	485	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	124

	 	 	486	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	125

	 	 	487	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	126

	 	 	488	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	127

	 	 	489	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	128

	 	 	490	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	129

	 	 	491	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	130

	 	 	492	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	131

	 	 	493	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	132

	 	 	494	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	133

	 	 	495	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	134

	 	 	496	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	135

	 	 	497	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	136

	 	 	498	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	137

	 	 	499	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	138

	 	 	500	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	139

	 	 	502	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	140

	 	 	503	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	141

	 	 	504	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	142

	 	 	505	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	143

	 	 	506	 	 	[*]
	 	20th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	144

	 	 	508	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	145

	 	 	509	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	146

	 	 	510	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	147

	 	 	512	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	148

	 	 	519	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	149

	 	 	525	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	150

	 	 	526	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	151

	 	 	527	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	152

	 	 	529	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	153

	 	 	531	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	154

	 	 	537	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	155

	 	 	538	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	156

	 	 	540	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA






 




			
	*	 	[Confidential Treatment Requested]



3









Table of Contents





Schedule IV: List of Apprlicable Determination Dates, Remittance Dates and Reporting Dates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	157

	 	 	541	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	158

	 	 	544	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	159

	 	 	551	 	 	[*]
	 	20th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	160

	 	 	562	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	161

	 	 	563	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	162

	 	 	564	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	A/A
	 	18th
	 	NA
	163

	 	 	565	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	164

	 	 	567	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	165

	 	 	569	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	166

	 	 	571	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	167

	 	 	572	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	168

	 	 	574	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	169

	 	 	577	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	170

	 	 	580	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	171

	 	 	583	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	172

	 	 	584	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	173

	 	 	587	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	174

	 	 	588	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	175

	 	 	590	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	176

	 	 	592	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	177

	 	 	593	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	178

	 	 	594	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	179

	 	 	595	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	180

	 	 	596	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	181

	 	 	597	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	182

	 	 	598	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	183

	 	 	599	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	184

	 	 	600	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	185

	 	 	601	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	186

	 	 	602	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	187

	 	 	603	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	188

	 	 	604	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	189

	 	 	606	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	190

	 	 	607	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	191

	 	 	608	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	192

	 	 	609	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	193

	 	 	613	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	194

	 	 	616	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	195

	 	 	617	 	 	[*]	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	196

	 	 	618	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	197

	 	 	619	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	198

	 	 	620	 	 	[*]
	 	EOM
	 	NA
	 	Prelim worksheet due on 2nd BD. Full report due on 8th BD
	 	A/A
	 	15th
	 	na
	199

	 	 	621	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	200

	 	 	622	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	201

	 	 	623	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	202

	 	 	629	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	203

	 	 	631	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	204

	 	 	635	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	205

	 	 	637	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	206

	 	 	642	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	207

	 	 	645	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA





 




			
	*	 	[Confidential Treatment Requested]




4









Table of Contents





Schedule IV: List of Apprlicable Determination Dates, Remittance Dates and Reporting Dates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	208

	 	 	646	 	 	[*]	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	209

	 	 	647	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	210

	 	 	650	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	211

	 	 	651	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	212

	 	 	652	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	213

	 	 	653	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	214

	 	 	656	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	215

	 	 	657	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	216

	 	 	658	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	217

	 	 	659	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	218

	 	 	660	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	219

	 	 	661	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	220

	 	 	662	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	221

	 	 	663	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	222

	 	 	665	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	223

	 	 	666	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	224

	 	 	667	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	225

	 	 	668	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	226

	 	 	669	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	227

	 	 	670	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	228

	 	 	671	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	229

	 	 	672	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	230

	 	 	673	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	231

	 	 	674	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	232

	 	 	675	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	233

	 	 	676	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	234

	 	 	677	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	235

	 	 	678	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	236

	 	 	679	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	237

	 	 	680	 	 	[*]
	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	238

	 	 	681	 	 	[*]
	 	EOM
	 	10th
	 	5 BD
	 	A/A
	 	2 BD after cutoff
	 	10th
	239

	 	 	682	 	 	[*]
	 	EOM
	 	10th
	 	5 BD
	 	A/A
	 	2 BD after cutoff
	 	10th
	240

	 	 	684	 	 	[*]
	 	EOM
	 	10th
	 	5 BD
	 	A/A
	 	2 BD after cutoff
	 	10th
	241

	 	 	685	 	 	[*]
	 	EOM
	 	10th
	 	5 BD
	 	A/A
	 	2 BD after cutoff
	 	10th
	242

	 	 	686	 	 	[*]
	 	EOM
	 	10th
	 	5 BD
	 	A/A
	 	2 BD after cutoff
	 	10th
	243

	 	 	689	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	244

	 	 	690	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	245

	 	 	691	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	246

	 	 	695	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	247

	 	 	696	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	248

	 	 	698	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	249

	 	 	699	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	250

	 	 	700	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	251

	 	 	703	 	 	[*]
	 	EOM
	 	NA
	 	1 BD
	 	S/S
	 	18th
	 	NA
	252

	 	 	708	 	 	[*]	 	20th
	 	NA
	 	5 BD
	 	S/S
	 	15th
	 	NA
	253

	 	 	709	 	 	[*]
	 	EOM
	 	10th
	 	5th Calendar Day ( we send 1 BD)
	 	A/A
	 	5 BD after cutoff
	 	10th
	254

	 	 	718	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	255

	 	 	730	 	 	[*]
	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	na
	256

	 	 	851	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	257

	 	 	855	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	258

	 	 	857	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	259

	 	 	865	 	 	[*]
	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA






 




			
	*	 	[Confidential Treatment Requested]


5









Table of Contents




Schedule IV: List of Apprlicable Determination Dates, Remittance Dates and Reporting Dates





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	260

	 	 	866	 	 	[*]	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	261

	 	 	B42	 	 	[*]	 	15th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	262

	 	 	B46	 	 	[*]	 	17th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	263

	 	 	B49	 	 	[*]	 	15th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	264

	 	 	B52	 	 	[*]	 	15th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	265

	 	 	B62	 	 	[*]	 	17th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	266

	 	 	B64	 	 	[*]	 	10th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	267

	 	 	B80	 	 	[*]	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	268

	 	 	B84	 	 	[*]	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	269

	 	 	B86	 	 	[*]	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	270

	 	 	B88	 	 	[*]	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	271

	 	 	B89	 	 	[*]	 	15th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	272

	 	 	B95	 	 	[*]	 	EOM
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	Weekly on Monday
	273

	 	 	F26	 	 	[*]	 	EOM
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	Weekly on Friday
	274

	 	 	F32	 	 	[*]	 	EOM
	 	NA
	 	5 BD
	 	S/S
	 	18th
	 	NA
	275

	 	 	F42	 	 	[*]	 	20th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	276

	 	 	F43	 	 	[*]	 	18th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	277

	 	 	F44	 	 	[*]	 	18th
	 	NA
	 	5 BD
	 	A/A
	 	5 BD after cutoff
	 	NA
	278

	 	 	F45	 	 	[*]	 	20th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	279

	 	 	H50	 	 	[*]	 	15th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	280

	 	 	H65	 	 	[*]	 	10th
	 	NA
	 	2 BD
	 	A/A
	 	2 BD after cutoff
	 	NA
	281

	 	 	H73	 	 	[*]	 	15th
	 	NA
	 	5 BD
	 	S/S
	 	20th
	 	NA
	282

	 	 	V01	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	283

	 	 	V02	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	284

	 	 	V03	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	285

	 	 	V04	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	286

	 	 	V05	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	287

	 	 	V06	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	288

	 	 	V07	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	289

	 	 	V08	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	290

	 	 	V09	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	291

	 	 	V10	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	292

	 	 	V11	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	293

	 	 	V12	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	294

	 	 	V13	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	295

	 	 	V14	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	296

	 	 	V15	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	297

	 	 	V16	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	298

	 	 	V17	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	299

	 	 	V18	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	300

	 	 	V19	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	301

	 	 	V20	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	302

	 	 	V21	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	303

	 	 	V22	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	304

	 	 	V23	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	305

	 	 	V24	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	306

	 	 	V25	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	307

	 	 	V26	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	308

	 	 	V27	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	309

	 	 	V28	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	310

	 	 	V29	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	311

	 	 	V30	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA






 



			
	*	 	[Confidential Treatment Requested]




6









Table of Contents





Schedule IV: List of Apprlicable Determination Dates, Remittance Dates and Reporting Dates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cutoff	 	 	 	Cutoff Due To INV	 	 	 	 	 	 
	#	 	Inv	 	Investor Name	 	(Determination Date)	 	Interim Cutoff Date	 	(Reporting Dates)	 	Remittance Type	 	Monthly Remittance Due	 	Interim Remit Date
	312

	 	 	V31	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	313

	 	 	V32	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	314

	 	 	V33	 	 	[*]	 	15th
	 	NA
	 	3 BD
	 	S/S
	 	24th
	 	NA
	315

	 	 	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	 






 



			
	*	 	[Confidential Treatment Requested]



7









Table of Contents






Schedule V — “Claw-Back” Calculation Overview



Scope of Loan population subject to Claw-back: Specific to select mortgage loans in the Permanent Loan Portfolio referenced in the Agreement.



Scope of the Claw-back: Loan population experiencing economic losses and FFIEC losses (i.e., FFIEC losses to the the extent there are no economic losses) over the two year period beginning 8/1/2011 (servicing transfer date for the PLP from ML to NS).



Expected Losses: [*]



Losses used in Claw-back calculation




	 	 	 
	Loss Type	 	Loss Calculation
	Loans with FFIEC Losses not yet Liquidated

	 	Contractual UPB+Advances Minus [*] of most recent value (defined by BPOs, Appraisals or List price).
	Loans liquidated through REO & Short Sales with Loss

	 	Contractual UPB+Advances Minus Cash Proceeds (Inclusive of Insurance Claims)





Time line scenario inclusive of 6 month’s recovery period plus 3 month trial period, if applicable or 9 month’s recovery period for loans without a trial period.



Assumes 08/01/11 transfer date and a recovery period of 9 months is required to be eligible for a Loss Credit Savings.



Loss Credit Savings can only be applied to loans that have not had more than one loss analysis prepared, unless the loan is deemed well-secured at the respective measurement period









Example:




	 	 	 	 	 

	Total Losses after FMP, net of Loss Credit Savings

	 	[*]
	 	A loss analysis (charge off) is prepared per OCC (Office of Comptroller of Currency) regulatory compliance
	Expected Loss

	 	[*]
	 	in effect at the effective date of the Agreement.
	Losses above expectation

	 	[*]	 	 
	50% Claw-back Provision

	 	[*]
	 	The loss analysis is prepared for loans as follows:
	Reduction to Base Servicing Fee

	 	[*]
	 	   - At 180 days for non-foreclosed and non-bankrupt loans;

	Lump Sum Payment Due to FH from Nationstar

	 	[*]
	 	   - At 60 days delinquent for loans in bankruptcy;

	 

	 	 	 	   - All loans in foreclosure;

	 

	 	 	 	   - and 90 days delinquent for loans whose borrower is deceased.







 




			
	*	 	[Confidential Treatment Requested]



 









Table of Contents





Schedule V
— “Claw-Back” and Loss Credit Savings Calculation Examples




Detailed Clawback Calculation Methodology Examples (In Thousands $)



For Loans that are liquidated through REO/Short sale (recovery requirements not met at end of
measurement period)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ex. 1	 	 	Ex. 2	 	 	Ex. 3	 	 	Ex. 4	 	 	Ex. 5	 	 	Ex. 6	 
	Unpaid Principal Balance
	 	 	100	 	 	 	100	 	 	 	100	 	 	 	100	 	 	 	100	 	 	 	100	 
	FFIEC Charge Off
	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Realizable Value
	 	 	80	 	 	 	80	 	 	 	80	 	 	 	80	 	 	 	100	 	 	 	100	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreclosure Charge Off
	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Book Value
	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	100	 	 	 	100	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REO/ Short Sales Proceeds
	 	 	60	 	 	 	70	 	 	 	80	 	 	 	110	 	 	 	90	 	 	 	110	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Loss (Gain)/Loss on REO/Short Sale
	 	 	10	 	 	 	0	 	 	 	(10	)	 	 	(40	)	 	 	10	 	 	 	(10	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FFIEC/Additional Charge Off
	 	 	30	 	 	 	30	 	 	 	30	 	 	 	30	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Economic (Gain)/Loss
	 	 	40	 	 	 	30	 	 	 	20	 	 	 	(10	)	 	 	10	 	 	 	(10	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss Applied toward “Clawback” Cap
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Notes:






 




			
	*	 	The loan loss applied to the “Clawback” cap cannot exceed the economic loss. Economic gains do
not offset aggregate losses. Each loan is calculated independently.





FFIEC “Loss Credit Savings” Calculation (Loan has not gone through REO)




	 	 	 	 	 	 	 	 	 
	                         Assumptions	 	 	 	 	 	 	 	 
	Unpaid Principal Balance
	 	 	100	 	 	 	 	 
	FFIEC/Additional Charge-Off
	 	 	30	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Net Realizable Value
	 	 	70	 	 	 	 	 






	 	 	 	 	 
	Scenarios - as of the end of the applicable measurement period	 	Loss Credit Savings	 
	Loss Mit Performed and recovery requirements are met
	 	 	30	 
	Loss Mit Performed and recovery requirements not met
	 	 	0	 








 




			
	*	 	[Confidential treatment requested]





 









Table of Contents





Schedule V — Pro-Rata Calculation due to Early Termination of Agreement




The “Net Losses Assumed to be” column are for illustrative purposes only.




If termination of “the agreement” occurs prior to the end of the two year measurement period, the
clawback threshold will be reduced in accordance with the following schedule.




	 	 	 	 	 	 	 
	Termination of Agreement	 	 	 	Net Losses	 	Clawback Fee
	During Month #	 	Clawback Threshold $	 	Assumed to be **	 	(Limited to [*])
	1
	 	[*]	 	[*]	 	[*]
	2
	 	[*]	 	[*]	 	[*]
	3
	 	[*]	 	[*]	 	[*]
	4
	 	[*]	 	[*]	 	[*]
	5
	 	[*]	 	[*]	 	[*]
	6
	 	[*]	 	[*]	 	[*]
	7
	 	[*]	 	[*]	 	[*]
	8
	 	[*]	 	[*]	 	[*]
	9
	 	[*]	 	[*]	 	[*]
	10
	 	[*]	 	[*]	 	[*]
	11
	 	[*]	 	[*]	 	[*]
	12
	 	[*]	 	[*]	 	[*]
	13
	 	[*]	 	[*]	 	[*]
	14
	 	[*]	 	[*]	 	[*]
	15
	 	[*]	 	[*]	 	[*]
	16
	 	[*]	 	[*]	 	[*]
	17
	 	[*]	 	[*]	 	[*]
	18
	 	[*]	 	[*]	 	[*]
	19
	 	[*]	 	[*]	 	[*]
	20
	 	[*]	 	[*]	 	[*]
	21
	 	[*]	 	[*]	 	[*]
	22
	 	[*]	 	[*]	 	[*]
	23
	 	[*]	 	[*]	 	[*]
	24
	 	[*]	 	[*]	 	[*]
	>24
	 	[*]	 	[*]	 	[*]






 




			
	*	 	[Confidential Treatment Requested]
	 
	**	 	Net Losses = Total Losses, net of Loss Credit Savings



 









Table of Contents





Schedule VI







	 	 	 	 	 
	Company:	 	Service Provided:	 	Address:
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]






 



			
	*	 	[Confidential Treatment Requested]



 











Table of Contents





Schedule VII — List of Servicing Agreements




Schedule VII

List of Servicing Agreements in Owner’s Possession



	 	 	 
	Investor	 	Servicing Agreements
	[*]

	 	[*]
	 
	 	 
	 

	 	Notice FHABS 2004 HE4_Executed
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Pooling and Servicing Agreement (FHAMS 2006-AA1)
	 
	 	 
	 

	 	Pooling and Servicing Agreement (FHAMS 2005-AA11)
	 
	 	 
	[*]

	 	(Prime or Alt A) MLPA Retained Template 9-11-07
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Custodial Agreement (Execution)
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Fully Executed Trade Confirmations
	 
	 	 
	 

	 	[*]
	 
	 	 
	[*]

	 	Mortgage Loan Purchase and Servicing Agreement dated 12-20-06
	 
	 	 
	 

	 	12-06 FHHLC Executed PSA Signature Page
	 
	 	 
	 

	 	Amendment No. 1 to PSA dated 9-29-06
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Mortgage Loan Purchase and Servicing Agreement dated 03-11-04
	 
	 	 
	 

	 	Mortgage Loan Purchase and Servicing Agreement dated 06-28-06
	 
	 	 
	 

	 	Mortgage Loan Purchase and Servicing Agreement dated 10-15-02
	 
	 	 
	 

	 	Mortgage Loan Purchase and Servicing Agreement dated 06-15-05
	 
	 	 
	 

	 	MLPSA 06-28-06 Signature Page
	 
	 	 
	 

	 	PSA 3-11-04 parts 1 & 2
	 
	 	 
	 

	 	PSA 4-12-04 parts 1 & 2
	 
	 	 
	[*]

	 	Reg AB Compliance Addendum to Seller’s Purchase, Warranties and Servicing Agreement dated 1-1-06 (clean copy)
	 
	 	 
	 

	 	Seller’s Purchase, Warranties and Servicing Agreement dated 1-1-05 (3 copies)
	 
	 	 
	 

	 	Reg AB Compliance Addendum to Seller’s Purchase, Warranties and Servicing Agreement dated 10-1-05 (executed copy)
	 
	 	 
	[*]

	 	Amendment No. 1 to Purchase, Warranties and Servicing Agreement dated 5-14-04
	 
	 	 
	 

	 	Amendment No. 2 to Purchase, Warranties and Servicing Agreement dated 6-16-05
	 
	 	 
	 

	 	Amendment No. 3 to Purchase, Warranties and Servicing Agreement dated 8-8-05
	 
	 	 
	 

	 	Amendment No. 4 to Purchase, Warranties and Servicing Agreement dated 9-1-03
	 
	 	 
	 

	 	Purchase, Warranties and Servicing Agreement dated 9-1-03
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Trade Sheet
	 
	 	 
	[*]

	 	Mortgage Loan Sale and Servicing Agreement dated 07-01-06
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	FLOW Seller’s Warranties and Servicing Agreement dated 9-1-04
	 
	 	 
	 

	 	Servicing Agreement dated 03-01-04
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Seller’s Warranties and Servicing Agreement dated 10-1-03
	 
	 	 
	[*]

	 	Master Mortgage Loan Purchase and Interim Servicing Agreement dated 6-1-07
	 
	 	 
	 

	 	Master Mortgage Loan Purchase and Servicing Agreement dated 6-1-08
	 
	 	 
	211

	 	Servicing Agreement dated 6-1-86
	 
	 	 
	216

	 	Master Whole Loan Sale and Servicing Agreement dated 11-30-93
	 
	 	 
	217

	 	Loan Servicing Agreement
	 
	 	 
	222

	 	Mortgage Purchase Agreement dated 6-3-99
	 
	 	 
	224

	 	Servicing Agreement dated 12-5-86
	 
	 	 
	228

	 	Loan Participation Agreement
	 
	 	 
	231

	 	Servicing Agreement dated 4-12-77
	 
	 	 
	232

	 	Loan Participation Agreement
	 
	 	 
	233

	 	Participation and Servicing Agreement
	 
	 	 
	235

	 	Whole Loan Servicing Agreement
	 
	 	 
	270

	 	Name Change Document
	 
	 	 
	 

	 	Origination, Sale and Servicing Agreement for the Single Family Mortgage Purchase Program (1985)
	 
	 	 
	286

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	301

	 	Mortgage Loan Servicing Agreement
	 
	 	 
	305

	 	Master Servicer’s Guide
	 
	 	 
	 

	 	Reconstitution Agreement
	 
	 	 
	 

	 	Termination of Servicing Letter
	 
	 	 
	306

	 	Mortgage Loan Servicing Agreement dated 9-9-97
	 
	 	 
	308

	 	Seller’s Warranty and Servicing Agreement dated 12-29-98
	 
	 	 
	309

	 	Annual Servicer Review Requirements
	 
	 	 
	310

	 	[*]
	 
	 	 
	 

	 	Annual Servicer Review Requirements
	 
	 	 
	315

	 	Mortgage Partnership Finance — Master Commitment Form
	 
	 	 
	 

	 	Servicer Eligibility
	 
	 	 
	330

	 	Executed Acknowledgement Letter CWMBS 2006-R2
	 
	 	 
	331

	 	Mortgage Loan Purchase and Servicing Agreement 12-20-06
	 
	 	 
	 

	 	Executed Bailee Letter
	 
	 	 
	 

	 	Executed PSA Signature Page
	 
	 	 
	 

	 	Executed Purchase Confirmation
	 
	 	 
	 

	 	Executed Trade Confirmation
	 
	 	 
	332

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	333

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	334

	 	Amendment No. 1 to Amended and Restated Mortgage Loan Purchase and Interim Servicing Agreement
	 
	 	 
	 

	 	Executed Purchase Confirmation
	 
	 	 
	 

	 	Executed Bailee Letter
	 
	 	 
	 

	 	Executed Trade Confirmation
	 
	 	 
	335

	 	Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	 

	 	Signature Pages
	 
	 	 
	 

	 	Amendment No. 1 to Amended and Restated Mortgage Loan Purchase and Interim Servicing Agreement (Draft & Fully Executed Copies)
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	336

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	349

	 	Mortgage Servicing Agreement 01-17-84
	 
	 	 
	351

	 	Mortgage Servicing Contract
	 
	 	 
	353

	 	Fully Executed AAR
	 
	 	 
	362

	 	Connecticut Housing Finance Authority Home Mortgage Servicing Agreement
	 
	 	 
	 

	 	Letter of Intent
	 
	 	 
	370

	 	Signature Pages
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Executed Trade Confirmation
	 
	 	 
	376

	 	Trade Sheets/Confirmation
	 
	 	 
	377

	 	Purchase and Servicing Agreement dated 12-19-83
	 
	 	 
	378

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	379

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement









 




			
	*	 	[Confidential treatment requested]




 









Table of Contents






Schedule VII - List of Servicing Agreements





	 	 	 
	Investor	 	Servicing Agreements
	381

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	383

	 	Servicing Agreement dated 2-1-05
	 
	 	 
	 

	 	Mortgage Loan Purchase Agreement dated 6-29-01
	 
	 	 
	391

	 	Adjustable Loan Sale and Servicing Agreement
	 
	 	 
	393

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	394

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	396

	 	Mortgage Loan Servicing Agreement
	 
	 	 
	399

	 	Reference Emails
	 
	 	 
	400

	 	Letter re: Mortgage Loan Purchase and Servicing Agreement
	 
	 	 
	401

	 	Payoff Instructions/Servicer Guide
	 
	 	 
	402

	 	Assignment, Assumption and Recognition Agreement dated 8-27-04
	 
	 	 
	460

	 	Assignment, Assumption and Recognition Agreement dated 8-27-04
	 
	 	 
	461

	 	Assignment, Assumption and Recognition Agreement dated 8-27-04
	 
	 	 
	469

	 	Whole Loan Sale and Servicing Agreement
	 
	 	 
	472

	 	Assignment, Assumption and Recognition Agreement dated 12-29-05
	 
	 	 
	474

	 	Single Family Program Servicing Agreement dated 05-01-99
	 
	 	 
	476

	 	Assignment, Assumption and Recognition Agreement dated 01-27-06
	 
	 	 
	477

	 	Extract from FTB Bylaws
	 
	 	 
	 

	 	Assignment, Assumption and Recognition Agreement dated 4-3-09
	 
	 	 
	478

	 	Assignment, Assumption and Recognition Agreement dated 08-29-06
	 
	 	 
	479

	 	Extract from FTB Bylaws
	 
	 	 
	 

	 	Assignment, Assumption and Recognition Agreement dated 4-3-09
	 
	 	 
	 

	 	Acknowledgement
	 
	 	 
	481

	 	Assignment, Assumption and Recognition Agreement dated 4-28-06
	 
	 	 
	501

	 	Adjustable Rate Whole Loan Sale and Servicing Agreement
	 
	 	 
	506

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	508

	 	Assignment, Assumption and Recognition Agreement dated 09-30-05
	 
	 	 
	 

	 	Master Servicer Notification
	 
	 	 
	509

	 	Assignment, Assumption and Recognition Agreement dated 10-28-05
	 
	 	 
	 

	 	Master Servicer Notification
	 
	 	 
	510

	 	Assignment, Assumption and Recognition Agreement dated 12-30-05
	 
	 	 
	 

	 	Master Servicer Notification
	 
	 	 
	512

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	519

	 	Agreement for the Transfer of Servicing Rights
	 
	 	 
	525

	 	Seller’s Warranties and Servicing Agreement dated 02-01-03
	 
	 	 
	529

	 	Assignment, Assumption and Recognition Agreement
	 
	 	 
	530

	 	Sale and Servicing Agreement
	 
	 	 
	531

	 	Assignment, Assumption and Recognition Agreement dated 09-28-06
	 
	 	 
	 

	 	Signature Pages
	 
	 	 
	 

	 	Remittance Information
	 
	 	 
	537

	 	Assignment, Assumption and Recognition Agreement dated 04-28-06 ( 3 copies)
	 
	 	 
	538

	 	Assignment, Assumption and Recognition Agreement dated 06-30-06 ( 2 copies and signature page)
	 
	 	 
	539

	 	Assignment, Assumption and Recognition Agreement dated 07-01-06 (Executed clean copy & Signature page)
	 
	 	 
	540

	 	Assignment, Assumption and Recognition Agreement dated 01-30-06 (Executed clean copy & Signature copy)
	 
	 	 
	 

	 	Purchase, Warranties and Servicing Agreement dated 9-1-03
	 
	 	 
	541

	 	Assignment, Assumption and Recognition Agreement dated 10-31-03
	 
	 	 
	542

	 	Assignment, Assumption and Recognition Agreement dated 10-01-06 (Clean copy & Signature page)
	 
	 	 
	544

	 	Assignment, Assumption and Recognition Agreement dated 04-28-06
	 
	 	 
	546

	 	Assignment, Assumption and Recognition Agreement dated 08-31-06
	 
	 	 
	551

	 	Servicing Agreement 04-09-85
	 
	 	 
	562

	 	Assignment, Assumption and Recognition Agreement dated 08-01-05 (Part 1&2)
	 
	 	 
	563

	 	Assignment, Assumption and Recognition Agreement dated 07-01-05 (Depositor to Trust)
	 
	 	 
	 

	 	Assignment, Assumption and Recognition Agreement dated 07-01-05 (Seller to Depositor)
	 
	 	 
	 

	 	AAR Signature Pages
	 
	 	 
	565

	 	Seller’s, Warranties and Servicing Agreement dated 10-01-03
	 
	 	 
	567

	 	Servicing Agreement dated 03-01-04
	 
	 	 
	 

	 	Assignment, Assumption and Recognition Agreement dated 08-01-04
	 
	 	 
	569

	 	Assignment, Assumption and Recognition Agreement dated 10-01-04
	 
	 	 
	573

	 	Amended and Restated FLOW Seller’s Warranties and Servicing dated 12-01-04 (Clean copy)
	 
	 	 
	 

	 	Amended and Restated FLOW Seller’s Warranties and Servicing dated 12-01-04 (Parts 1,2 &3)
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	Warranty Bill of Sale
	 
	 	 
	574

	 	Assignment, Assumption and Recognition Agreement dated 03-31-05
	 
	 	 
	577

	 	Assignment, Assumption and Recognition Agreement dated 07-30-04
	 
	 	 
	579

	 	Servicing Agreement dated 04-12-77
	 
	 	 
	580

	 	Assignment, Assumption and Recognition Agreement dated 08-31-04
	 
	 	 
	583

	 	Assignment, Assumption and Recognition Agreement dated 11-30-04
	 
	 	 
	584

	 	Assignment, Assumption and Recognition Agreement dated 10-21-04
	 
	 	 
	589

	 	Whole Loan Sale and Servicing Agreement
	 
	 	 
	591

	 	Trade Sheet
	 
	 	 
	600

	 	Sale and Servicing Agreement 01-14-99
	 
	 	 
	601

	 	Sale and Servicing Agreement 01-14-99
	 
	 	 
	602

	 	Sale and Servicing Agreement 01-14-99
	 
	 	 
	603

	 	Sale and Servicing Agreement 01-14-99
	 
	 	 
	604

	 	Assignment, Assumption and Recognition Agreement dated 01-26-06
	 
	 	 
	606

	 	Reconstituted Servicing Agreement 01-01-01
	 
	 	 
	 

	 	Seller’s Warranties and Servicing Agreement dated 10-01-00
	 
	 	 
	607

	 	Reconstituted Servicing Agreement 11-01-07 (Clean and executed copies)
	 
	 	 
	 

	 	Trust Agreement dated 11-01-07
	 
	 	 
	608

	 	Servicing Agreement 02-28-02
	 
	 	 
	 

	 	Reconstituted Servicing Agreement 06-01-02
	 
	 	 
	610

	 	Reconstituted Servicing Agreement 06-01-02
	 
	 	 
	 

	 	Original Servicing Agreement dated 03-13-02
	 
	 	 
	613

	 	Reconstituted Servicing Agreement dated 11-01-04 (2 copies)
	 
	 	 
	616

	 	Reconstituted Servicing Agreement 04-01-05 (Clean & Executed Copies)
	 
	 	 
	617

	 	Funding Schedule
	 
	 	 
	618

	 	Reconstituted Servicing Agreement 02-01-06 (Executed & Clean copies)
	 
	 	 
	 

	 	Trust Agreement dated 02-01-06
	 
	 	 
	619

	 	Reconstituted Servicing Agreement dated 07-01-06 (Executed & Clean copies
	 
	 	 
	 

	 	Signature Pages
	 
	 	 
	 

	 	Trust Agreement 07-01-06
	 
	 	 
	620

	 	Trade Sheets — 5
	 
	 	 
	 

	 	Custodial Agreement 06-22-06
	 
	 	 
	 

	 	FLOW Purchase , Sale and Servicing Agreement dated 06-22-06 (Executed & Clean copies)
	 
	 	 
	 

	 	Signature Pages
	 
	 	 
	621

	 	Reconstituted Servicing Agreement 10-01-06 (Executed & Clean copies)
	 
	 	 
	 

	 	Trust Agreement 10-01-06
	 
	 	 
	622

	 	Seller’s FLOW Warranties and Servicing Agreement dated 04-01-03
	 
	 	 
	623

	 	Signature Pages
	 
	 	 
	 

	 	Reconstituted Servicing Agreement dated 03-01-07
	 
	 	 
	 

	 	Trust Agreement dated 03-01-07
	 
	 	 
	 

	 	Mortgage Loan Sale and Assignment Agreement dated 03-01-07






 




			
	*	 	[Confidential treatment requested]



 









Table of Contents








Schedule VII — List of Servicing Agreements





	 	 	 
	Investor	 	Servicing Agreements
	624

	 	Assignment and Assumption dated 03-23-07
	 
	 	 
	 

	 	Acknowledgement and Conveyance Agreement dated 04-01-03
	 
	 	 
	 

	 	Executed Side Letter Agreement
	 
	 	 
	 

	 	Executed Trade Confirmation
	 
	 	 
	 

	 	Seller’s FLOW Warranties and Servicing Agreement dated 04-01-03
	 
	 	 
	635

	 	Reconstituted Servicing Agreement dated 07-01-03
	 
	 	 
	637

	 	Reconstituted Servicing Agreement dated 11-01-03 (Executed & Clean copies)
	 
	 	 
	646

	 	Sale and Servicing Agreement relating to Fannie Mae Trust 2004-W9 dated 06-01-04
	 
	 	 
	 

	 	Reconstituted Servicing Agreement dated 06-01-04
	 
	 	 
	647

	 	Reconstituted Servicing Agreement dated 06-01-04 (Executed & Clean copies)
	 
	 	 
	681-686

	 	Transfer Agreement and Assignment of Servicing Obligations
	 
	 	 
	689

	 	Executed Trade Commitment Letters (2)
	 
	 	 
	 

	 	Reconstituted Servicing Agreement dated 05-01-08 (3 copies)
	 
	 	 
	690

	 	Reconstituted Servicing Agreement dated 11-01-07
	 
	 	 
	691

	 	Reconstituted Servicing Agreement dated 02-01-07 (Clean copy & Signature page)
	 
	 	 
	694

	 	Reconstituted Servicing Agreement dated 09-01-06 (Clean copy, Executed copy & Signature page)
	 
	 	 
	695

	 	Reconstituted Servicing Agreement dated 10-01-06 (Clean copy & Executed Signature page)
	 
	 	 
	696

	 	Exhibits to Pooling and Servicing Agreement
	 
	 	 
	 

	 	Pooling and Servicing Agreement dated 10-01-05
	 
	 	 
	 

	 	Executed Exhibits
	 
	 	 
	 

	 	Reconstituted Servicing Agreement dated 10-01-05 (Executed)
	 
	 	 
	698

	 	Reconstituted Servicing Agreement dated 04-01-06 (Draft & Clean copy only)
	 
	 	 
	699

	 	Pooling and Servicing Agreement dated 12-01-05
	 
	 	 
	 

	 	LaSalle Custodial Agreement dated 12-01-05
	 
	 	 
	 

	 	Reconstituted Servicing Agreement dated 12-01-05
	 
	 	 
	700

	 	Pooling and Servicing Agreement dated 01-01-06
	 
	 	 
	 

	 	Reconstituted Servicing Agreement dated 01-01-06 (Executed copy)
	 
	 	 
	703

	 	2-05-B02 GMAC Servicer Guide Bulletin effective 12-01-05
	 
	 	 
	 

	 	Servicer Contract dated 01-24-86
	 
	 	 
	708

	 	Mortgage Loan Purchase and Sale Agreement
	 
	 	 
	709

	 	Mortgage Origination, Sale and Servicing Guide for the VLB dated 12-22-83
	 
	 	 
	713

	 	Amendment No. 3 to the Mortgage Loan Purchase and Servicing Agreement dated 08-17-94
	 
	 	 
	718

	 	Notice of Transfer dated 05-31-01
	 
	 	 
	 

	 	Servicing Agreemend dated 06-01-94
	 
	 	 
	B46

	 	Mortgage Loan Servicing Agreement dated 09-09-07
	 
	 	 
	B49

	 	Whole Loan Sale and Servicing Agreement
	 
	 	 
	B50

	 	Assignment and Commitment for the Purchase of Adjustable Rate Mortgage Loans dated 12-22-89
	 
	 	 
	B52

	 	Servicing Agreement dated 05-23-83
	 
	 	 
	B56

	 	Whole Loan Sale and Servicing Agreement
	 
	 	 
	B62

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	B65

	 	Agreement and Commitment for the Purchase of Adjustable Rate Mortgage Loans dated 06-27-89
	 
	 	 
	B76

	 	Master Servicing Agreement
	 
	 	 
	B77

	 	Addendum to Servicing and Accounting Guide
	 
	 	 
	 

	 	Mortgage Servicing Agreement
	 
	 	 
	B80

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	B84, B86, B88, B89

	 	Mortgage Loan Servicing Agreement dated 08-02-93
	 
	 	 
	B95

	 	Master Servicing Agreement dated 10-15-90
	 
	 	 
	F26

	 	Amendment No. 1 dated 04-01-80 to the Mortgage Purchase Agreement
	 
	 	 
	F32

	 	[*]
	 
	 	 
	F42

	 	Mortgage Selling and Servicing Contract
	 
	 	 
	H25

	 	Whole Loan Sale and Servicing Agreement dated 10-03-84
	 
	 	 
	H47

	 	Sale and Servicing Agreement
	 
	 	 
	H50

	 	Adjustable Whole Loan Sale and Servicing Agreement
	 
	 	 
	H65

	 	Whole Loan Sale and Servicing Agreement
	 
	 	 
	[*]

	 	[*]
	 
	 	 
	[*]

	 	Aurora Loan Services: Servicer Default Liquidation /Claims Process Guide
	 
	 	 
	 

	 	Account Styling Reference Document
	 
	 	 
	 

	 	Seller’s FLOW Warranties and Servicing Agreement dated 04-01-03
	 
	 	 
	[*]

	 	Signature Pages
	 
	 	 
	 

	 	Default File Format Instructions
	 
	 	 
	 

	 	Calculation of Realized Loss/Gain Form 332 — Instructions
	 
	 	 
	 

	 	Standard File Layout
	 
	 	 
	 

	 	Master Seller’s Warranties and Servicing Agreement dated 03-01-05 (Executed & Clean copies)
	 
	 	 
	 

	 	Reg AB Amendment Signature Pages
	 
	 	 
	 

	 	Amendment No. 1 to the Master Seller’s Warranties and Servicing Agreement dated 03-01-05
	 
	 	 
	[*]

	 	Amendment to Correspondent Seller’s Guide
	 
	 	 
	 

	 	Form of Annual Certification
	 
	 	 
	 

	 	Transfer Notice Template
	 
	 	 
	 

	 	Correspondent Loan Purchase Agreement dated 04-06-06
	 
	 	 
	 

	 	Servicing Control Agreement
	 
	 	 
	 

	 	Amendment No. 1 to Correspondent Seller’s Guide
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	 

	 	[*]
	 
	 	 
	587

	 	Correspondent Loan Purchase Agreement dated 04-06-06
	 
	 	 
	 

	 	Transfer Notice
	 
	 	 
	588

	 	Transfer Notice
	 
	 	 
	592

	 	Transfer Notice
	 
	 	 
	593

	 	Addendum to Correspondent Loan Purchase Agreement dated 04-06-06
	 
	 	 
	 

	 	Transfer Notices
	 
	 	 
	 

	 	Servicing Control Agreement
	 
	 	 
	 

	 	Correspondent Loan Purchase Agreement dated 04-06-06
	 
	 	 
	594

	 	Transfer Notice
	 
	 	 
	595

	 	Transfer Notice
	 
	 	 
	596

	 	Transfer Notice
	 
	 	 
	597

	 	Transfer Notice
	 
	 	 
	598

	 	Transfer Notice
	 
	 	 
	599

	 	Transfer Notice / Amendment to Correspondent Seller’s Guide
	 
	 	 
	[*]

	 	Master Loan Purchase and Servicing Agreement dated 09-01-05
	 
	 	 
	 

	 	Amendment Number Two to the Amended and Restated Master Loan Purchase and Servicing Agreement dated 08-01-05
	 
	 	 
	 

	 	Master Loan Purchase and Servicing Agreement dated 10-01-01
	 
	 	 
	 

	 	Amendment Number One to the Amended and Restated Master Loan Purchase and Servicing Agreement dated 08-01-05
	 
	 	 
	 

	 	Amended and Restated Master Loan Purchase and Servicing Agreement
	 
	 	 
	[*]

	 	[*]
	 
	 	 
	Agency Servicing Agreements

	 	 
	 
	 	 
	[*]

	 	Guidelines and manuals available online (servicing contract is missing and reflected on Schedule X)
	 
	 	 
	[*]

	 	Guidelines and manuals available online (servicing contract is missing and reflected on Schedule X)
	 
	 	 
	[*]

	 	Guidelines and manuals available online (servicing contract is missing and reflected on Schedule X)





 









Table of Contents






First Horizon Active Deal Count




	 	 	 	 	 	 	 
	 	 	Deal	 	Investor
	1

	 	FHASI 2003-4
	 	 	417	 
	2

	 	FHASI 2003-5
	 	 	418	 
	3

	 	FHASI 2003-6
	 	 	420	 
	4

	 	FHASI 2003-7
	 	 	421	 
	5

	 	FHASI 2003-8
	 	 	422	 
	6

	 	FHASI 2003-AR3
	 	 	423	 
	7

	 	FHASI 2003-9
	 	 	424	 
	8

	 	FHASI 2003-AR4
	 	 	425	 
	9

	 	FHASI 2003-10
	 	 	426	 
	10

	 	FHASI 2004-1
	 	 	427	 
	11

	 	FHASI 2004-AR1
	 	 	428	 
	12

	 	FHASI 2004-2
	 	 	429	 
	13

	 	FHASI 2004-3
	 	 	430	 
	14

	 	FHASI 2004-AR2
	 	 	436	 
	15

	 	FHASI 2004-4
	 	 	437	 
	16

	 	FHAMS 2004-AA1
	 	 	438	 
	17

	 	FHASI 2004-AR3
	 	 	439	 
	18

	 	FHASI 2004-5
	 	 	440	 
	19

	 	FHAMS 2004-AA2
	 	 	441	 
	20

	 	FHASI 2004-AR4
	 	 	442	 
	21

	 	FHAMS 2004-AA3
	 	 	443	 
	22

	 	FHAMS 2004-FA1
	 	 	444	 
	23

	 	FHASI 2004-AR5
	 	 	445	 
	24

	 	FHASI 2004-6
	 	 	446	 
	25

	 	FHAMS 2004-AA4
	 	 	447	 
	26

	 	FHAMS 2004-AA5
	 	 	448	 
	27

	 	FHASI 2004-AR6
	 	 	449	 
	28

	 	FHASI 2004-7
	 	 	450	 
	29

	 	FHAMS 2004-FA2
	 	 	483	 
	30

	 	FHAMS 2004-AA6
	 	 	484	 
	31

	 	FHASI 2004-AR7
	 	 	485	 
	32

	 	FHAMS 2004-AA7
	 	 	486	 
	33

	 	FHASI 2004-FL1
	 	 	487	 
	34

	 	FHAMS 2005-FA1
	 	 	488	 
	35

	 	FHAMS 2005-AA1
	 	 	489	 
	36

	 	FHASI 2005-1
	 	 	490	 
	37

	 	FHAMS 2005-FA2
	 	 	491	 
	38

	 	FHAMS 2005-AA2
	 	 	492	 
	39

	 	FHASI 2005-AR1
	 	 	493	 
	40

	 	FHASI 2005-2
	 	 	494	 
	41

	 	FHAMS 2005-FA3
	 	 	495	 
	42

	 	FHAMS 2005-AA3
	 	 	496	 
	43

	 	FHASI 2005-3
	 	 	497	 
	44

	 	FHAMS 2005-FA4
	 	 	498	 
	45

	 	FHAMS 2005-AA4
	 	 	499	 
	46

	 	FHASI 2005-AR2
	 	 	500	 
	47

	 	FHAMS 2005-AA5
	 	 	502	 
	48

	 	FHASI 2005-5
	 	 	503	 
	49

	 	FHAMS 2005-FA7
	 	 	504	 
	50

	 	FHAMS 2005-AA8
	 	 	505	 
	51

	 	FHASI 2005-4
	 	 	650	 
	52

	 	FHASI 2005-AR3
	 	 	651	 
	53

	 	FHAMS 2005-FA5
	 	 	652	 
	54

	 	FHAMS 2005-AA6
	 	 	653	 
	55

	 	FHAMS 2005-AA7
	 	 	656	 
	56

	 	FHAMS 2005-FA6
	 	 	657	 
	57

	 	FHASI 2005-AR4
	 	 	658	 
	58

	 	FHAMS 2005-AA9
	 	 	659	 
	59

	 	FHAMS 2005-FA8
	 	 	660	 
	60

	 	FHASI 2005-6
	 	 	661	 
	61

	 	FHASI 2005-AR5
	 	 	662	 
	62

	 	FHASI 2005-7
	 	 	663	 
	63

	 	FHAMS 2005-FA9
	 	 	665	 
	64

	 	FHAMS 2005-AA10
	 	 	666	 
	65

	 	FHAMS 2005-AA11
	 	 	667	 
	66

	 	FHAMS 2005-FA10
	 	 	668	 
	67

	 	FHASI 2005-8
	 	 	669	 
	68

	 	FHAMS 2005-AA12
	 	 	670	 
	69

	 	FHAMS 2005-FA11
	 	 	671	 
	70

	 	FHASI 2005-AR6
	 	 	672	 
	71

	 	FHAMS 2006-AA1
	 	 	673	 
	72

	 	FHAMS 2006-FA1
	 	 	674	 
	73

	 	FHAMS 2006-AA2
	 	 	675	 
	74

	 	FHAMS 2006-FA2
	 	 	676	 
	75

	 	FHASI 2006-AR1
	 	 	677	 
	76

	 	FHASI 2006-1
	 	 	678	 
	77

	 	FHAMS 2006-AA3
	 	 	679	 
	78

	 	FHAMS 2006-FA3
	 	 	680	 
	79

	 	FHAMS 2006-AA4
	 	 	V01	 
	80

	 	FHAMS 2006-FA4
	 	 	V02	 
	81

	 	FHASI 2006-AR2
	 	 	V03	 
	82

	 	FHASI 2006-2
	 	 	V04	 
	83

	 	FHAMS 2006-AA5
	 	 	V05	 
	84

	 	FHAMS 2006-FA5
	 	 	V06	 
	85

	 	FHAMS 2006-FA6
	 	 	V07	 
	86

	 	FHASI 2006-3
	 	 	V08	 
	87

	 	FHAMS 2006-AA6
	 	 	V09	 
	88

	 	FHASI 2006-AR3
	 	 	V10	 
	89

	 	FHAMS 2006-FA7
	 	 	V11	 
	90

	 	FHAMS 2006-AA7
	 	 	V12	 
	91

	 	FHASI 2006-4
	 	 	V13	 
	92

	 	FHAMS 2006-AA8
	 	 	V14	 
	93

	 	FHAMS 2006-FA8
	 	 	V15	 
	94

	 	FHASI 2006-AR4
	 	 	V16	 
	95

	 	FHASI 2007-1
	 	 	V17	 
	96

	 	FHAMS 2007-FA1
	 	 	V18	 
	97

	 	FHAMS 2007-FA2
	 	 	V19	 
	98

	 	FHAMS 2007-AA1
	 	 	V20	 
	99

	 	FHASI 2007-2
	 	 	V21	 
	100

	 	FHASI 2007-AR1
	 	 	V22	 
	101

	 	FHAMS 2007-FA3
	 	 	V23	 
	102

	 	FHASI 2007-3
	 	 	V24	 
	103

	 	FHASI 2007-4
	 	 	V25	 
	104

	 	FHASI 2007-AR2
	 	 	V26	 
	105

	 	FHAMS 2007-AA2
	 	 	V27	 
	106

	 	FHAMS 2007-FA4
	 	 	V28	 
	107

	 	FHAMS 2007-AA3
	 	 	V29	 
	108

	 	FHAMS 2007-FA5
	 	 	V30	 
	109

	 	FHASI 2007-AR3
	 	 	V31	 
	110

	 	FHASI 2007-5
	 	 	V32	 
	111

	 	FHASI 2007-6
	 	 	V33	 
	HOME EQUITY INSTALLMENT	 	 	 	 
	112

	 	FHABS 2004-HE4
	 	 	350	 







 











Table of Contents





Schedule VIII — List of Optional Products




	 	 	 
	Company	 	Product
	Aagon Direct Marketing Services, Inc

	 	Accidental Death
	Affinion

	 	Accidental Death Plus 21
	Affinion Group

	 	Accidental Death/Dismemberment
	American Bankers Insurance Company

	 	Accidental Hospital
	American Home Shield

	 	Adv. Care/Health
	Cross Country Home Services

	 	Auto Accident Coverage
	Direc Response Ins Admin Services Inc

	 	Auto Vantage
	Family Life

	 	Buyers Advantage
	Intersections Insurance Services

	 	Central Protect
	Liberty Life Insurance Company

	 	Children’s Educational Programs
	National Union Fire Ins Co

	 	Comp Disability
	 

	 	Comp. Acc. Death
	 

	 	Complete Home
	 

	 	Disability
	 

	 	Disaster Mortgage Protection
	 

	 	Disaster Protection Plan
	 

	 	Discount Shopper
	 

	 	Every Day Savings
	 

	 	Every Day Values
	 

	 	Family Entertainment Discounts
	 

	 	Financial Insider
	 

	 	Healthsaver
	 

	 	HomeServe24
	 

	 	Hospital Accident Protection
	 

	 	Income Protector Plus
	 

	 	Life
	 

	 	Mortgage Accidental Death
	 

	 	Mortgage Life
	 

	 	Mortgage Protection
	 

	 	Preferred Home Network
	 

	 	Privacy Advantage
	 

	 	Privacy Guard
	 

	 	Product Protection
	 

	 	Systems Protect
	 

	 	Total Protect
	 

	 	Travel Advantage
	 

	 	Voluntary Disability






 









Table of Contents





Schedule IX
— Custodian Notice Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUSTODIAN	 	ADDRESS	 	ACCOUNTS	 	INVESTORS	 	CONTACT(S)	 	PHONE #	 	E-MAIL
	BANK OF AMERICA MERRILL LYNCH

	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]
	 	[ * ]
	 	[ * ]	 	 	 	 	 	 
	 

	 	[ * ]
	 	[ * ]
	 	[ * ]	 	 	 	 	 	 
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BANK
OF NEW YORK MELON

	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]	 	[ * ]	 	[ * ]
	 

	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK

	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 

	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 

	 	 	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA HOME LOANS

	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 

	 	[ * ]
	 	 	 	[ * ]	 	 	 	 	 	 
	 

	 	[ * ]
	 	 	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	US BANK NATIONAL ASSOCIATION

	 	[ * ]
	 	[ * ]	 	 	 	 	 	 	 	 
	 

	 	[ * ]
	 	 	 	[ * ]
	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FIRST TENNESSEE BANK

	 	[ * ]
	 	[ * ]
	 	 	 	[ * ]
	 	[ * ]
	 	[ * ]
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	METLIFE

	 	[ * ]
	 	 	 	 	 	[ * ]
	 	[ * ]	 	 
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 
	 

	 	[ * ]	 	 	 	 	 	 	 	 	 	 






 




			
	*	 	[Confidential treatment requested]





 









Table of Contents





Schedule X

Missing Investor Agreements




	 	 	 	 	 
	Inv Code	 	Date Closed	 	Investor Name / Other Private Investors
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	12/99
	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	 	 	 	[ * ]
	[ * ]

	[ * ]

	 	01/03
	 	[ * ]
	[ * ]

	 	06/04
	 	[ * ]
	[ * ]

	[ * ]

	 	05/04
	 	[ * ]
	[ * ]

	[ * ]

	 	04/03
	 	[ * ]
	[ * ]

	 	09/03
	 	[ * ]
	[ * ]

	 	02/05
	 	[ * ]
	[ * ]

	 	02/04
	 	[ * ]
	[ * ]

	[ * ]

	 	04/03
	 	[ * ]
	[ * ]

	[ * ]

	 	07/02
	 	[ * ]
	[ * ]

	 	09/02
	 	[ * ]
	[ * ]

	 	04/04
	 	[ * ]
	[ * ]

	 	05/04
	 	[ * ]
	[ * ]

	 	06/04
	 	[ * ]
	[ * ]

	 	07/04
	 	[ * ]
	[ * ]

	[ * ]

	 	 	 	[ * ]
	 
	 	 	 	 
	[ * ]

	 	11/05
	 	[ * ]
	 

	 	12/06
	 	[ * ]
	 

	 	 	 	[ * ]
	 

	 	 	 	[ * ]
	 
	 	 	 	 
	 

	 	7/08
	 	[ * ]
	 

	 	 	 	[ * ]
	 
	 	 	 	 
	 

	 	2/08
	 	[ * ]
	 

	 	 	 	[ * ]
	 

	 	 	 	[ * ]
	 

	 	 	 	[ * ]
	 

	 	 	 	[ * ]
	 
	 	 	 	 
	[ * ]

	 	 	 	[ * ]








 




			
	*	 	[Confidential treatment requested]




 











Table of Contents




Schedule
XI — “Claw-Back” Analysis



	 	 	 	 	 
	Example of Losses of 	 	 	 	 
	Previously Partially 	 	 	 	 
	Charged-Off Loans    	 	 	 	 
	[*]
	 	 	 	 






	 	 	 

	Projected 24 month Loss Per NS
	 	[*]
	Target Losses (Clawback Threshold)
	 	[*]
	Clawback Fee
	 	[*]
	Clawback Cap
	 	[*]
	Incentive Fee
	 	[*]
	Incentive Cap
	 	[*]






The illustrative examples below are scenarios used to demonstrate the logic of the Clawback and Incentive Fees.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Scenario 1	 	Scenario 2	 	Scenario 3	 	Scenario 4	 	Scenario 5	 	Scenario 6
	Total Losses over 2 years
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Loss Credit Savings
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Net Losses Subject to Clawback (losses must exceed [*])
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Difference between [*] and actual losses
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Clawback Fee
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Clawback Calculation (subject to [*] cap)
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Actual Clawback Expense (subject to [*] cap)
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net Losses Subject to Incentive Fee (losses must be less than [*])
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Difference between [*] and actual losses
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Incentive Fee
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Incentive Calculation (subject to [*] cap)
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Incentive Calculation (subject to [*] cap)
	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Assumes [*] of losses previously taken are recovered	 	Assumes [*] of losses previously taken are recovered	 	Assumes [*] of losses previously taken are recovered	 	Assumes [*] of losses previously taken are recovered	 	Assumes [*] of losses previously taken are recovered	 	Assumes [*] of losses previously taken are recovered








 




			
	*	 	[Confidential treatment requested]


















Table of Contents




Exhibit
A













Nationstar Mortgage LLC — Servicing

Transfer Instructions




 









Table of Contents










SERVICING TRANSFER INSTRUCTIONS

TABLE OF CONTENTS




	 	 	 	 	 

	Introduction
	 	 	2	 
	Important Servicing Transfer Dates
	 	 	4	 
	Secured Data Transmission
	 	 	5	 
	Loan Level Data File
	 	 	6	 
	Loan Level Data File Specifications
	 	 	6	 
	Conversion Reports
	 	 	7	 
	Loan Type or Plan Information
	 	 	10	 
	Investor Reporting and Remittance Requirements
	 	 	11	 
	Balance Settlement
	 	 	14	 
	Mortgagor Notification
	 	 	15	 
	Escrowed Loan Information
	 	 	16	 
	Escrow Procedures
	 	 	16	 
	Escrowed Loan Report
	 	 	16	 
	Hazard Insurance
	 	 	17
	Real Estate Taxes
	 	 	22	 
	Mortgage Insurance
	 	 	24	 
	Vendor Requirements 
	 	 	25	 
	Tax
	 	 	25	 
	Insurance (Flood and Hazard)
	 	 	25	 
	Flood
	 	 	25	 
	Credit Life and Other Optional Products
	 	 	26	 
	Claims Process
	 	 	26	 
	Records and Files
	 	 	27	 
	MERS Notification
	 	 	28	 
	IRS Reporting
	 	 	29	 
	Litigation (This is covered in the Transfer Letter) / Update to show pre&post
	 	 	30	 
	Partial Releases
	 	 	30	 
	Subordinations
	 	 	30	 
	Qualified Written Requests (RESPA)
	 	 	30	 
	Mortgagor Name Changes
	 	 	30	 
	Soldier’s and Sailor’s Civil Relief Act of 1940 (SSCRA)
	 	 	31	 
	Loss Mitigation and Collection Activity
	 	 	32	 
	Bankruptcy
	 	 	35	 
	Foreclosure File Report
	 	 	38	 
	Mortgagor Recoverable Corporate Advances
	 	 	41	 
	Release of Title, Payoff Requests and Payoff Funds Received After Transfer
	 	 	44	 
	Automatic Payment Plans, Mortgage Payments or other checks received after Transfer
	 	 	45	 
	Dishonored Payments after Transfer and Misapplied payments
	 	 	46	 
	Correspondence Received After Transfer
	 	 	48	 
	HAMP Requirements
	 	 	45	 
	Critical Cutoff Timeline
	 	 	53	 





© 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









Table of Contents













Introduction



The Previous Servicer (MetLife) 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 Standard LPS service release
workstation reports will be provided in Excel format, as applicable, no later than 3-5 business
days following the servicing transfer date. Additional ad hoc passport reports identified herein
will be provided in a mutally agreed upon time frame.



The Previous Servicer agrees to provide the Servicer with standard LPS service release workstation
Preliminary data files, and reports within 3-5 business days following the cutoff.



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 Marvin Tellez, contact information listed below



Kathy Milligan

Vice President


Nationstar Mortgage LLC 


350 Highland Drive


Lewisville, Texas  75067


Phone: 469-549-2413


Kathy.Milligan@nationstarmail.com




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



Nationstar Mortgage LLC


Attn: Marvin Tellez


350 Highland Drive


Lewisville, Texas  75067


Phone: 972-956-6203


Email: Marvin.Tellez@nationstarmail.com




Nationstar Mortgage LLC

Attn: John Spurgin


350 Highland Drive


Lewisville, Texas  75067


Phone: 972-956-6395


Email: John.Spurgin @nationstarmail.com




*****Note***** All requests must be sent through the Servicing Transfer Mailbox
(MLHL_ServicingTransferDept).



© 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









Table of Contents












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



Nationstar Mortgage LLC, File Services


Attn: Alan Brodie


350 Highland Drive


Lewisville, Texas  75067


Phone: 469-549-2405


Email: Alan.Brodie@Nationstarmail.com




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 3









Table of Contents













Important Servicing Transfer Dates



Dates for this Servicing Transfer are set as follows:



Servicing Transfer Date:

Delivery of Preliminary Loan Level Data & Reports:

Goodbye Letter Deadline Date:

Servicing Transfer Cutoff Date (close of business)

Delivery of Final Loan Level Data & Reports:

Trial Balance (4TB)

System Update Reports (Day 2)

Passport Queries in Excel Format (Day 2 & Day 3))

System Update Reports (Day 3)

Servicing Transfer Settlement



© 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









Table of Contents













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:



Marvin Tellez

Nationstar Mortgage LLC


972-956-6203


Marvin.Tellez@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 5









Table of Contents












Loan Level Data File



The Previous Servicer agrees to provide all necessary Loan Level Data in standard LPS service
release workstation reports, LPS ASCII reports and passport queries as needed. 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



Loan level data will be provided in standard LPS service release workstation report format and
passport queries in Excel format.



The loan level data files will be provided in LPS Service Release Workstation report format (ASCII)
and standard passport queries will be provided in Excel format, as applicable. A detailed File
Layout, from LPS, 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





Loan Level Data Requirements:



The Previous Servicer will provide loan level data on all loans as available through standard LPS
service release workstation reports and passport queries. The following data will be provided, if
available.





	 	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
	 
	 	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 for 24 months, if applicable additional loan history available upon request
	 
	 	Ø	 	ARM history available as part of Transaction History
	 
	 	Ø	 	Payment Option Specifications (Option terms, caps, ceilings, floors, change dates, 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 6









Table of Contents














	 	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	 	Loss Mitigation Data (e.g. status, type, approval date, updated values, borrower
financials, # of previous workouts, HAMP/HAFA solicited, etc.)
	 
	 	Ø	 	Skip Trace Information as available on history notes
	 
	 	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 standard LPS service release workstation format. 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 new Servicer must send a daily confirmation
e-mail to the Servicing Transfer Mailbox (MLHL_ServicingTransferDept) in response to all reports
and data files received.



The Previous Servicer shall provide the following Conversion Reports in standard LPS service
release workstation format as applicable to the loans included in the transfer. Reports to be
provided include:




Preliminary and final reports:




	 	 	 	 	 	 	 	 	 

	B

	 	1AT
	 	ESCROW OPEN ITEMS	 	 
	B

	 	2EH
	 	ESCROW HEADER LISTING	 	 
	 

	 	4CV
	 	FORCE PLACED INSURANCE	 	 
	 

	 	1ET
	 	RESTRICTED ESCROW LIST	 	 
	B

	 	 	10P	 	 	TAX/HAZARD INS LISTING
	 	T = TAX H = HAZARD
	 

	 	1LF
	 	FLOOD INSURANCE LISTING
	 	W = W/MAP ZN Z = ZONE A&V O = W/OUT
	B

	 	 	10S	 	 	MORTGAGE INSURANCE LIST	 	 
	B

	 	 	19M	 	 	INSURANCE NOTIFICATION
	 	F = FLOOD H = HAZARD P = PMI O= OPT INS
	 

	 	4BS
	 	BUYDOWN LOAN LISTING	 	 
	 

	 	4GR
	 	GPM LOAN LISTING	 	 
	 

	 	4BC
	 	ARM LOAN LISTING	 	 
	 

	 	4TN
	 	PENDING PAYOFF REPORT	 	 
	 

	 	2TF
	 	PENDING ASSUMPTION REPORT	 	 
	 

	 	5XS
	 	SERV RELEASE SUSPENSE RPT	 	 
	B

	 	4CS
	 	P4CH CORP ADV ACTIVITY	 	 
	 

	 	1LD
	 	DRAFTED LOANS LISTING	 	 
	 

	 	4SB
	 	S5SB BANKRUPTCY TRIAL BAL	 	 
	 

	 	4FT
	 	S2FT FORECLOSRE TRIAL BAL	 	 
	 

	 	1LM
	 	NO LNGR MATCH CRITERIA	 	 
	 

	 	4TB
	 	TRANSFER TRIAL BAL	 	 
	B

	 	4CC
	 	LOAN NO CROSS REF	 	 
	B

	 	 	309	 	 	MASTER LEDGER RECORD	 	 
	B

	 	 	45C	 	 	CUSTOMER ACCOUNT ACTIVITY STATEMENT	 	 






     4CZ — SERVICING TRANSFER CUTOFF RECONCILIATION REPORT (at transfer only)



     4CH — CORPORATE ADVANCE ACTIVITY REPORT



     62D — INVESTOR CUTOFF


© 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









Table of Contents














	 	•	 	Note: “B” indicates report is a month-end block and will be delayed in production
by one day.
	 
	 	•	 	Transaction 058 (At Transfer) produces the listed below Reports:
	 
	 
	 	•	 	S-54C — Servicing Transfer Loan Activity
	 
	 	•	 	S-54D — Letter Log History File Listing
	 
	 	•	 	S-54E — Servicing Transfer Collection Activity Report
	 
	 	•	 	S-54F — Servicing Transfer Escrow Analysis Report
	 
	 	•	 	P-10N — Servicing Released by Old Investor
	 
	 	•	 	S-2FW-Foreclosure Workstation Report
	 
	 	•	 	P-1BW-Bankruptcy Workstation Report
	 
	 	•	 	S-5XF- Service Transfer Suspense
	 
	 	•	 	PASSPORT QUERIES NEEDED (specific data fields provided separately):




FORECLOSURE

BANKRUPTCY

ARM

ESCROW

MODIFICATIONS

CORPORATE ADVANCE DETAIL

PENDING ARM AND ESCROW CHANGES





	 	1.	 	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.
	 
	 	2.	 	Transaction and Disbursement History Report
	 
	 	 	 	A loan level report listing life of loan transaction and disbursement history as produced
through standard LPS service release workstation reports, imaging and data warehouse.
Transaction balances on the loan histories must agree with the balances on the final trial
balance report.
	 
	 	3.	 	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.
	 
	 	4.	 	Odd Due Date Loan Report
	 
	 	 	 	If applicable, 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.
	 
	 	5.	 	Second Liens Report
	 
	 	 	 	If applicable, a report of second lien 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 8









Table of Contents














	 	6.	 	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.).
	 
	 	7.	 	Outstanding Trailing Documents Report
	 
	 	 	 	A report of all outstanding trailing documents, including the date sent for
recording/filing. This report will be sent monthly and at transfer for each batch
transferred. The report will not include the date the docs were sent for recording,
Delete that part of the requirement.
	 
	 	8.	 	Escrow Analysis History Report — State Cycle
	 
	 	 	 	Escrow analysis data to be provided as available through standard LPS service release
workstation reports.
	 
	 	9.	 	Adjustable Rate Mortgages/Interest Only/Balloon/Buydowns Report




The Previous Servicer shall provide one example in printed form of the Note and ARM rider for
each ARM plan in the service transfer and a loan level report as available through standard LPS
service release workstation reports. If not provided in standard LPS report a passport query in
Excel format will be provided



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




© 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









Table of Contents














	 	•	 	Index being used
	 
	 	•	 	Index History available as part of Transaction History
	 
	 	•	 	Look Back Period
	 
	 	•	 	Rounding
	 
	 	•	 	Interest Only loan indicator (Y/N)
	 
	 	•	 	Interest Only period
	 
	 	•	 	Upcoming ARM changes
	 
	 	Interest Only Loans
	 
	 	•	 	All Interest Only loans
	 
	 	•	 	Interest Only expiration date
	 
	 	•	 	Interest Only term (in months)
	 
	 	•	 	Reset option regarding curtailments during the interest only period (Y/N)
	 
	 	•	 	Interest only payment type (recast or fixed)
	 
	 	Balloon Loans
	 
	 	•	 	All Balloon loans
	 
	 	•	 	Reset option indicator
	 
	 	•	 	Current interest rate
	 
	 	•	 	Due date
	 
	 	•	 	Maturity date
	 
	 	•	 	Amortization term
	 
	 	•	 	Unpaid Principal Balance
	 
	 	•	 	Reset option (Y/N)
	 
	 	•	 	Reset option in process (Y/N)
	 
	 	•	 	Daily Simple Interest
	 
	 	•	 	Servicer shall provide a listing of all daily simple interest loans
and the interest calculation method (e.g. 360, 365)
	 
	 	Buydown Loans
	 
	 	•	 	All buydown subsidy loans
	 
	 	•	 	Due date
	 
	 	•	 	Total monthly payment
	 
	 	•	 	Monthly buydown subsidy amount
	 
	 	•	 	Remaining buydown balance
	 
	 	•	 	Schedule of future monthly buydown payments
	 
	 	•	 	Effective dates of buydown payment changes
	 
	 	•	 	Buydown terms
	 
	 	•	 	Buydown calculation
	 
	 	•	 	SSCRA Loan (Y/N)
	 
	 	•	 	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
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.



© 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









Table of Contents












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).




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. [Note: all manual liquidations related short
sales, 3rd parties, REO are adjusted after cutoff, including modifications] 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,
[Note: loan modifications will exceed limit] with the exception of Fannie Mae and Ginnie
Mae, who require that under collateralized pools be corrected regardless of amount.




Cutoff & Remittance Reports



The Previous Servicer agrees to provide the following cutoff and remittance reports in an
electronic format (Excel) or format acceptable to Servicer within 10 business 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




[Note: this item is listed under with a requirement of 10 days subsequent to the
Servicing Transfer Date]





	 	•	 	Monthly ARM reset report—includes new P&I payment and interest rate





Test of Expected P&I Report



For all remittance method other than Actual/Actual, the Previous Servicer will calculate and
provide an electronic (Excel) loan level Test of Expected P&I, including over and under
collateralized position, reduced by investor remittance due to be paid by the Previous Servicer.
Detail must be provided for all adjustments done post cutoff. A trial balance should accompany the
Test of Expected P&I calculation.



© 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











Table of Contents











	 	•	 	[Note: Freddie Mac bank reconciliation will be finalized
8/14/2011]The Test of Expected P&I must include the following components:Loan
Level prepaid principal and net interest (includes PIFs and curtailments). These
funds are due to Servicer to cover future remittances
	 
	 	•	 	Loan Level delinquent principal and net interest. These funds are due to the
Previous Servicer to cover prior scheduled remittances made to the investor that have
not yet been paid by the borrower.
	 
	 	•	 	The loan level scheduled principal and net interest remittance due as of Servicing
Transfer Date (for example, with a December 31st Investor Cutoff with a January 1st
Servicing Transfer Date, this would be the scheduled January 1st remittance due the
investor.) These funds are due to the Previous Servicer so they may make the
scheduled remittance due the investor.





The above should be calculated at the service fee rate based on the investor servicing agreement or
related loan funding schedule. If the Previous Servicer is using a service fee rate other than
that in the servicing agreement or on the funding schedule, any excess or shortage will not be
recoverable from Nationstar Mortgage LLC. The Previous Servicer must work with the Seller for
recovery.




The Previous Servicer will provide Servicer with a copy of the Test of Expected P&I reconciliation
at least eight (8) Business Days before funds settlement [and per the below schedule for Fannie
Mae, FHLMC, Private MBS, and Ginnie Mae. Servicer will review the calculation and upon agreement,
notify Previous Servicer to obtain the account the P&I funds are to be wired to. The funds will be
wired no later than one (1) Business Day before the Previous Servicer remittance date.




If any differences are found after settlement of the Test of Expected P&I, Servicer will submit a
request with loan level detail to the Previous Servicer for further settlement of those amounts.
The Seller should review and wire Servicer the funds within 10 business days of receipt of the
request.




The Previous Servicer will provide Servicer with a copy of the Test of Expected P&I
reconciliation at least per the below schedule for Fannie Mae, FHLMC, Private MBS, and Ginnie
Mae]. Servicer will review the calculation and upon agreement, will work withFTB (Seller) to
validate the correct test of expected cash calculations and resolve differences upon a mutually
agreed upon timeframes. .




	 	 	 	 	 	 	 	 	 	 

	FNMA Express

	 	8/3/2011
	 	8/4/2011
	 	8/4/2011
	 	 	23558-001-2
	 

	 	 	 	 	 	 	 	 	23558-003-9
	 

	 	 	 	 	 	 	 	 	23558-017-9
	FNMA RPM

	 	8/4/2011
	 	8/8/2011
	 	8/10/2011
	 	 	23558-002-0
	 

	 	 	 	 	 	 	 	 	23558-013-6
	FNMA MBS

	 	8/12/2011
	 	8/16/2011
	 	8/18/2011
	 	 	23558-000-4
	 

	 	 	 	 	 	 	 	 	23558-001-2
	 

	 	 	 	 	 	 	 	 	23558-003-9
	 

	 	 	 	 	 	 	 	 	23558-004-7
	 

	 	 	 	 	 	 	 	 	23558-017-9
	GNMA I

	 	8/9/2011
	 	8/11/2011
	 	8/15/2011
	 	 	2253
	GNMA II

	 	8/9/2011
	 	8/17/2011
	 	8/19/2011
	 	 	2253






© 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









Table of Contents













	 	 	 	 	 	 	 	 	 	 	 

	FHLMC

	 	7/18/2011
	 	7/26/2011
	 	7/20/2011
	 	 	113633	 
	Private MBS 15th

	 	8/17/2011
	 	8/22/2011
	 	8/18/2011
	 	 	N/A	 
	Private MBS EOM

	 	8/8/2011
	 	8/22/2011
	 	8/18/2011
	 	 	N/A	 






The Previous Servicer agrees to provide additional cutoff and remittance reports, upon
request, in an electronic format available to Servicer within reasonable timeframes requested.




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




[Note: customer inquires are not an Investor Reporting function]




The Previous Servicer shall provide the below reports:




[Note: the items requested below are pre-transfer]




1.Summary Trial Balance By Investor with UPB and Loan Count — (to assign bank accounts and
investor assignments),.





	2.	 	S225 (or whatever MSP report) Investor/Participation Investor and Category Report — we will
need this to assign NSM investor codes to FTB/Metlife investor codes.
	 
	3.	 	GNMA ZZ46 pool to security reconciliation report for last cutoff from Bock Snyder.
	 
	4.	 	Last completed FNMA Schedule 123 and FNMA Pool Deficiency from Bock Snyder
	 
	5.	 	T62D Report Log Differences from Sylvia Machuca
	 
	6.	 	Wells Fargo Transaction Activity (TAR) reports from Sylvia Machuca
	 
	7.	 	Last Texas Housing and Veteran’s Land Board Discrepancy Reports and Investor/Category
Listing with 20 different VLB programs with remit codes from Sylvia Machuca.
	 
	8.	 	Private Investor Log with remittance/cutoff dates, and add column for special requirements
from Sylvia Machuca.
	 
	9.	 	Excel file for Flex 9 Special compensating interest calculations for FHLMC payoffs from
Sylvia Machuca.
	 
	10.	 	Texas Housing Agency requirements from Sylvia Machuca.
	 
	11.	 	FHLMC Investor Code Listing with remittance type (PARCS, NonPARCS and 9 Day Flex
3rd vs 5th BD PIF, ARC remittance, 1st            Tuesday, etc) from Sylvia Machuca.
	 
	12.	 	FHLMC Tier Rating Report from Sylvia Machuca.
	 
	13.	 	FNMA listing of hard and soft rejects beginning of period (not requested) Bock Synder should
provide.
	 
	14.	 	Active SSCRA (soldiers & sailor loans) loan level listing by Investor Code
	 
	15.	 	FNMA Investor Listing with Remittance Type (actual/actual, scheduled/schedule, express,
RPM/Date) and MBS & MRS pool count. from Bock Synder
	 
	16.	 	Loans with Stop Advance sorted loan number order within investor from Sylvia Machuca
(Metlife just started the process, and they stated they had a few)
	 
	17.	 	FTB Wiring Clearing repetitive wire instructions/codes from Sylvia Machuca
	 
	18.	 	Listing of items with the accounts relating to subservicing and contact to work out process to
notify NSM needs funds for items still outstanding in Metlife’s escrow disbursement and
investor remittance clearing accounts.
	 
	19.	 	All the P&I and T&I accounts, as well as the FTB clearing. We would need a list of all the





© 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









Table of Contents














	 	 	bank accounts that will transfer to us
	 
	20.	 	Example reporting packages for each different Trustees from Sylvia
	 
	21.	 	Need investor contact information such as : Name, Title, Telephone Number, Email Address,
physical address
	 
	22.	 	Final Cutoff reports for all Private MBS EOM and 15th.





The above investor reports should be provided to:



Nationstar Mortgage LLC


Attn: Investor Reporting/Trey Price


350 Highland Drive


Lewisville, Texas  75067


469-549-2004


Trey.Price@Nationstarmail.com




Balance Settlement




Escrow funds for tax and insurance as of the Servicing Transfer Cutoff Date should be wire
transferred to the Servicer no later than 3 business days after 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:



Nationstar Mortgage LLC, and in trust for Certain Investors


Wells Fargo Bank, N.A.


San Francisco, CA


Routing/ABA number 121000248


Account number [*]


Attn: Servicing transfer balances




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.”




 




			
	*	 	[Confidential Treatment Requested]





Page 14









Table of Contents













Mortgagor Notification




The Previous Servicer shall mail the mortgagor notifications at least 15 days prior to each
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.




Copies of good-bye letters as they were mailed along with vendor manifest will be provided in
        .PDF format on CD’s to the new servicer prior to the transfer date.




The following Nationstar Mortgage LLC contact information must be provided in the 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:
	 
	 	 	 	Customer Service Toll Free Number:
	 
	 	 	 	1st Board Date       (877) 372-0512, extension 40
	 
	 	 	 	2nd Board Date      (877) 372-0512, extension 45
	 
	 	 	 	3rd Board Date      (877) 372-0512, extension 50
	 
	 	 	 	4th Board Date      (877) 372-0512, extension 55
	 
	 	 	 	5th Board Date      (877) 372-0512, extension 60 (if applicable)






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 transfer with the their loan.




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 15









Table of Contents













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 — State Cycle
	 
	 	•	 	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 report as available through standard LPS service
release workstation reports. If not provided in standard LPS report a passport query in Excel
format will be provided. 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 as part of Transaction 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	 	Blanket policies for non first liens and REO (as applicable)
	 
	 	Ø	 	Indicator by Escrow/Coverage Type to determine escrowed or
non-escrowed






	 	 	 	Other Escrow Related Items






	 	Ø	 	Escrow Analysis has not been performed within the last twelve (12)
months





© 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









Table of Contents














	 	Ø	 	Explanation for non-compliance of Escrow Analysis guidelines
	 
	 	Ø	 	Pending Escrow Analysis
	 
	 	Ø	 	Last Escrow Analysis
	 
	 	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	 	Date of stale escrow refund transaction
	 
	 	Ø	 	Vendor name of stale escrow refund check
	 
	 	Ø	 	Form ME-2 New Jersy Escrow Account Tran Notice — proof of filing
	 
	 	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.




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




Nationstar Mortgage LLC


Attn: Escrow Administration/Christian Hoopes


350 Highland Drive


Lewisville, Texas  75067


469-549-3268


Christian.Hoopes@nationstarmail.com




Hazard Insurance




The Previous Servicer shall provide a loan report as available through standard LPS service release
workstation reports. If not provided in standard LPS report a passport query in Excel format will
be provided.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. Data will be provided, if available.




© 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









Table of Contents














	 	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
	 
	 	Ø	 	Insurance proceeds received
	 
	 	Ø	 	Insurance proceeds available
	 
	 	Ø	 	Type of loss
	 
	 	Ø	 	Status of repairs
	 
	 	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.





© 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









Table of Contents













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. Metlife to coordinate with Assurant




Insurance Loss Draft Handling




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





	 	Ø	 	Date claim filed
	 
	 	Ø	 	Cause (if available)
	 
	 	Ø	 	State
	 
	 	Ø	 	Amount of the loss
	 
	 	Ø	 	Amount of insurance proceeds received to date
	 
	 	Ø	 	Date hazard funds deposited (available on payment history data file)
	 
	 	Ø	 	Hazard loss funds disbursement date
	 
	 	Ø	 	Amount of available hazard loss funds (available on payment history
data file)
	 
	 	Ø	 	Hazard/claim type (hazard, flood, wind) (if available)
	 
	 	Ø	 	Notes from conversations with or information received from
contractors (available on system note/ comments data file)
	 
	 	Ø	 	Correspondence to or from insurance companies and/or Mortgagor
	 
	 	Ø	 	Status of the repairs
	 
	 	Ø	 	Inspection reports
	 
	 	Ø	 	Total number of days hazard loss funds held (available on payment
history data file)
	 
	 	Ø	 	Detailed listing of all funds received and disbursed to date
(available on payment history data file)





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/Christian Hoopes


350 Highland Drive


Lewisville, Texas  75067


469-549-3268


Christian.Hoopes@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:




© 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









Table of Contents












Nationstar Mortgage LLC

Its successors and/ or assigns

P.O. Box 7729

Springfield, Ohio 45501-7729

Toll Free Number: (866) 825-9267



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: Christian Hoopes


350 Highland Drive


Lewisville, Texas  75067


469-549-3268


Christian.Hoopes@nationstarmail.com




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




Christian.Hoopes@nationstarmail.com 



Physical Hazard loss files should be sent to:




Joseph Hicks/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











Table of Contents










Real Estate Taxes



The Previous Servicer shall provide a loan level report as available through standard LPS service
release workstation reports. If not provided in standard LPS report a passport query in Excel
format will be provided. 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. Data will be provided, if available.





	 	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



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




© 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









Table of Contents














	 	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 Service Tax Contracts



The Previous Servicer shall cooperate by providing a data file for servicer to obtain LOS tax
contract. Previous Servicer shall provide the required data file within fifteen (15) days prior to
transfer.



Tax Information Prior to and After Transfer:



Nationstar Mortgage LLC


Attn: Christian Hoopes


350 Highland Drive


Lewisville, Texas  75067


469-549-3268


Christian.Hoopes@nationstarmail.com





Tax Litigation Report



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 22









Table of Contents













Mortgage Insurance



The Previous Servicer shall provide a loan level detail as available through standard LPS service
release workstation reports for all loans with Private Mortgage Insurance or HUD Mortgage Insurance
Premium. If not provided in standard LPS report a passport query in Excel format will be
provided. 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 as part of the History Note file






	 	•	 	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 (provided bill has been received). 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 (if applicable),
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 (if applicable), 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 /Christian Hoopes


350 Highland Drive


Lewisville, Texas  75067


469-549-3268


Christian.Hoopes@nationstarmail.com




Nationstar Mortgage LLC


Attn: FHA Unit /Christian Hoopes


350 Highland Drive


Lewisville, Texas  75067


469-549-3268


Christian.Hoopes@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 23









Table of Contents













Vendor Requirements 



Tax



The Nationstar Tax Vendor is [*]: Customer Numbers: 10578 and 10904 Name:
Homeselect Settlement Solutions, LLC.



The Nationstar Contact at [*] is TJ Douglas: 817-699-3587 tjdouglas@firstam.com.



For loans to bene change from one [*] 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 CL customer number(s)
	 
	 	Ø	 	CL contract number on all loan numbers




For loans to be boarded on [*] system as an Acquired loan (loans NOT currently under service with [*]), the prior Servicer will provide to Nationstar data as available through standard LPS service release workstation reports.




Insurance (Flood and Hazard)



The Nationstar Insurance Vendor is [*]:



The Nationstar Contact at [*] is Kathy Ward: kathyward@mindspring.com



Office:  281.346.2008.



The prior Servicer will submit to Nationstar data as available through standard LPS service release workstation reports




Flood



The Flood Vendor for Nationstar is [*]:



The Nationstar Contact at [*] is Terri Mcquilken: tmcquilken@corelogic.com Office Phone:  800.447.1772 ext. 3182



The prior Servicer will submit data to Nationstar as available through standard LPS service release workstation reports:






 




			
	*	 	[Confidential Treatment Requested]






Page 24









Table of Contents













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	 	Copies of all initial or interim claims filed previously on transferring loans
	 
	 	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
	 
	 	Ø	 	Deliver paper/manual invoices
	 
	 	Tim Bowman will prepare AD Hoc 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 25









Table of Contents













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
will be delivered in a manner and format as agreed upon by and between the Previous Servicer and
Servicer and will contain documentation as agreed upon by and between the Previous Servicer and
Servicer. Weekly sweeps to be performed post transfer with first sweep delivered on August 2, 2011
Weekly sweeps will be delivered on Tuesdays, with the final sweep delivered on Tuesday, October
18, 2011.



The Previous Servicer agrees to coordinate the file delivery with the Servicer. The Previous
Servicer will work from the portfolio list provided on April 14, 2011. Previous Servicer shall
deliver all images for entire active portfolios prior to or on August 1st 2011.



If applicable, any paper 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 (VIA Encrypted Hard Drive)



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





	 	•	 	Images will be delivered in a format as agreed upon by and between Previous Servicer
and Servicer.






	 	•	 	Majority of images will be Single Page TIFF
	 
	 	•	 	Some appraisal, year-end documents and loss mitigation/default
documents will be PDF format
	 
	 	•	 	Prior servicer will provide image conversion timeline





Electronic Image Requirements — PGP Encryption





	 	•	 	Index information manifest including: loan number, document type and primary file name
	 
	 	•	 	One manifest per batch
	 
	 	•	 	Test Image Files to be received week of May 2-6




© 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









Table of Contents














	 	•	 	Electronic cumulative list of document/index types and corresponding user friendly description.
	 
	 	•	 	Test Image Files to be received week of May 2-6




Trailing Documents 



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



For a period of 3 months after the final transfer date, ML wil continue to image trailing docs
prior to delivery of hard-copy document to NSM. Previous servicer to deliver any ancillary
databases used to track docs out to third parties indicating where documents sent and how long the
have been out.



Will send document type list for review.



Deliver the following exception reports electronically:





	 	•	 	List of loans not imaged (pre-2007 backfile conversion)
	 
	 	•	 	List of missing collateral documents by loan
	 
	 	•	 	List of any uninsurable or indemnified loans, indentified by investor
	 
	 	•	 	List of loans missing security instrument or other collateral where collection efforts
have ceased.





MERS Notification



If any loans are registered with MERS the Previous Servicer must update the sub-servicing ORG ID 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(s), 5
business days will be permitted for the correction of rejected MERS updates. 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.	 	Provide Nationstar Mortgage LLC with the MIN level information prior to or on
transfer date(s).
	 
	 	3.	 	MERS team will provide a list of all Foreclosure loans that have been deactivated.
List of firms who were given PO to execute AOM.- Does not apply — We have not given any
attorney’s Power of Attorney.
	 
	 	4.	 	Assign out of MERS on all foreclosures prior to filing the first action in the
foreclosure process.




© 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









Table of Contents













     1. List of Assignments sent to recording in 6 months prior to Transfer Date.


Contact Information:



Nationstar Mortgage LLC


Attn: MERS/ Keenan Cain


350 Highland Drive


Lewisville, Texas  75067


469-549-3241


Keenan.Cain@nationstarmail.com






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 28











Table of Contents










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 — Ancillary Report




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) — Ancillary Report




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— Ancillary Report




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 29









Table of Contents













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/Megan Stimson


350 Highland Drive


Lewisville, Texas  75067


469-549-3047


Megan.Stimson@nationstarmail.com









Nationstar Mortgage LLC

Attn: SSCRA/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 30









Table of Contents













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. Previous Servicer to provide detailed workout
pipline. Each report in this section should be delivered as defined under Delivery of Final Loan
Level Data & Reports.




1. Pending Checks Report — Will send date to stop post dated checks





	 	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





	 	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
	 
	 	Ø	 	List of plans with with pending post dated payments





4. Pending Short Sale Report





	 	Ø	 	All loans with an active short sale
	 
	 	Ø	 	All short sales with an offer outstanding





© 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









Table of Contents














	 
	 
	 
	 
	 
	 	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	 	Docs out to borrower for signature (Y/N)
	 
	 	Ø	 	Identification of any funds collected in conjunction with the modification
	 
	 	Ø	 	Modification subordination date (if applicable)
	 
	 	Ø	 	Modification record date (if applicable)





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





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





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,





© 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









Table of Contents














	 		 	or any other document that constitutes approval of the loss mitigation workout or alternative.






	 	 	 	Pending Short Sale Doc Requirements — Images






	 	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
	 
	 	Ø	 	Copy of BPO/Appraisals






	 	 	 	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:



Nationstar Mortgage LLC


Attn: Loss Mitigation Department/Michael McCollum


350 Highland Drive


Lewisville, Texas  75067


469-549-2


mailto:Michael.McCollum@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 33









Table of Contents













Bankruptcy




The Previous Servicer shall provide a loan level report as available through standard LPS service
release workstation reports for loans with Bankruptcy. If not provided in standard LPS report a
passport query in Excel format will be provided. 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. Data will
be provided, if available.





	 	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
	 
	 	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	 	Mortgagor’s Suspense Balance
	 
	 	Ø	 	Trustee Suspense Balance
	 
	 	Ø	 	Suspense Balance of any Stipulated Agreement
	 
	 	Ø	 	Balance of Agreed Order
	 
	 	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 in the Stipulated Agreement
	 
	 	Ø	 	What post-petition payments have been paid by the debtor
	 
	 	Ø	 	Litigation Files with Adversary Claims
	 
	 	Ø	 	Listing of discharged BK’s





© 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









Table of Contents













The Previous Servicer shall provide a loan level report as available through standard LPS
service release workstation reports 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





The Previous Servicer shall provide a loan level report as available through standard LPS service
release workstation reports 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 the below Chapter 11 data:





	 	Ø	 	Cramdown Data via screen prints





The Previous Servicer shall provide Bankruptcy files as available through previous servicer’s
imaged documentation (or with LPS screen prints) with 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
(available on payment history data file)
	 
	 	Ø	 	Breakdown of all payments received from debtor and how it was
applied (available on payment history data file)
	 
	 	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(available on PACER)
	 
	 	Ø	 	Bankruptcy petition (available on PACER)
	 
	 	Ø	 	Proof of claim (available on PACER)
	 
	 	Ø	 	If arrearages included in proof of claim, please provide breakdown
	 
	 	Ø	 	Reorganization plan (available on PACER)
	 
	 	Ø	 	Copies of stipulation/agreed orders (details of payment plan)
(available on PACER)
	 
	 	Ø	 	Foreclosure information prior to bankruptcy filing (if applicable)
(available through bankruptcy/foreclosure data files)
	 
	 	Ø	 	Information of prior bankruptcy filings (multi-filers) (available on PACER)
	 
	 	Ø	 	APO or RFS order (available on PACER)
	 
	 	Ø	 	RFS motion (available on PACER)
	 
	 	Ø	 	Dismissal/discharge order and/or a list of loans that have been
dismissed/discharged (available on PACER)
	 
	 	Ø	 	Contractual Payment History (available on payment history data file)
	 
	 	Ø	 	Stipulated Agreement (available on PACER)





© 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









Table of Contents













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(attorney
standards are the FNMA and FHLMC guides and fee schedules are governed by the applicable agency —
in the absence of an agency i.e. BONY then FNMA is the standard. MLHL/FHHL does not have it’s own
fee schedule.)The Previous Servicer shall provide written notice, in accordance with applicable
court procedures, to bankruptcy trustees and debtor attorneys with respect to the servicing
transfer 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


Attn: Bankruptcy Department/Matthew West


350 Highland Drive


Lewisville, Texas  75067


469-549-2234


Matthew.West@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 36











Table of Contents











Foreclosure File Report



The Previous Servicer shall provide a loan level report as available through standard LPS service
release workstation reports for any loan in which foreclosure actions have been initiated. If not
provided in standard LPS report a passport query in Excel format will be provided. 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 — Letters on imaging
platform there will not be a system field in LPS to show this — must
be obtained from imaged copy of letter

	 
	 	Ø	 	Date the service was completed
	 
	 	Ø	 	Date the judgment was ordered
	 
	 	Ø	 	Scheduled Sale Date / Actual Sale Date (if applicable) step 075 and
078 on for 3 screen respectively
	 
	 	Ø	 	Any information related to holds during the process ‘hold’ steps
shown on for 3 screen
	 
	 	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: (some information will be contained in screen prints)





	 	Ø	 	Copy of the demand/breach letter will be in imaged data
	 
	 	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 please get confirmation from
Default Claims unit on whether this will be provided by them
	 
	 	Ø	 	NOD/Complaint
	 
	 	Ø	 	Foreclosure title report we will not have this available — new
servicer can obtain from attorney if needed
	 
	 	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) will be in imaged data.- Imaging
	 
	 	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 37









Table of Contents













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) , or bidding instructions given to attorney
and the recent BPO/Appraisal . (BPO/Appraisal will be part of imaged data — not hard copy) 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 fifteen (15) 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 thirty (30) 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 there is not a field for this
can’t include in a report
	 
	 	Ø	 	Property state
	 
	 	Ø	 	Property city
	 
	 	Ø	 	Origination value
	 
	 	Ø	 	Updated property valuation
	 
	 	Ø	 	Attorney name
	 
	 	Ø	 	Attorney contact information
	 
	 	Ø	 	Demand Start Date there is not a reportable field available for
this — demand date and expiration will be shown on imaged copy of
demand
	 
	 	Ø	 	Demand Expiration Date




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





	 	Ø	 	Lenstar History Vendorscape messages are mapped to LPS for 2 notes
	 
	 	Ø	 	Appraisal/Values copies of appraisals/BPO are in imaged data
	 
	 	Ø	 	If government loans — case #’s






	 	o	 	Available on MIP1 screen workstation






	 	Ø	 	Maintenance/Inspection Records — What loans were winterized?






	 	 	Comprehensive List of loans with: (FOR1)






	 	Ø	 	Sale Dates
	 
	 	Ø	 	Redemptions
	 
	 	Ø	 	Projected Sale Dates
	 
	 	 	 	Previous Servicer (PS) will provide Nationstar access to our Vendors website which includes
everything regarding property preservation, therefore eliminating any need for soft/hard copy
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 38









Table of Contents














	 	 	Vendor Information for:






	 	Ø	 	Inspections
	 
	 	Ø	 	Demands
	 
	 	Ø	 	Appraisals
	 
	 	Ø	 	Billing
	 
	 	Ø	 	Any other outsourcer/system
	 
	 	Ø	 	Attorney Fee Schedule standard agency allowables are used — for BONY loans, FNMA is used
	 
	 	Ø	 	Attorney timeline/production reports
	 
	 	Ø	 	List of Aged Inventory with Chronological Events
	 
	 	Ø	 	Property Preservation work details in notes




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 39









Table of Contents













REO



Previous Servicer (PS) will provide via reporting, all fields available on our REO Vendors
Managements system (RESNET) on all active REO’s at the time of transfer. PS will provide Nationstar
access to RESNET so they can review the assets on line, including all pre/post marketing
information. Therefore providing hard/soft copy documentation at transfer will not be needed.



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. Data contained in RESNET





	 	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
	 
	 	 	 	Previous Servicer will provide list of all active Investor Claims
involving REO (Private Securities) and any claim backup will be placed
on our Imaging system for review when transferred to Nationstar.
	 
	 	Ø	 	Initial Investor Claim-Date Filed
	 
	 	Ø	 	Investor Name Claim Sent to and Contact 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 40









Table of Contents














	 	Ø	 	Investor Claim Amount
	 
	 	Ø	 	Investor Claim Date Paid
	 
	 	Ø	 	Investor Claim Status
	 
	 	Ø	 	MI Claim-Date Filed
	 
	 	 	 	Previous Servicer will provide report which includes claims
filed/paid that are still active on our default workstation. We do
not provide amounts because it is not tracked in a reportable format.
	 
	 	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.)
	 
	 	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
	 
	 	Ø	 	List of realtors




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




No soft/hard copy file will be provided since Nationstar will have access to both RESNET and any
documents Imaged in our system, If document needed not in RESNET or imaging previous servicer to
provide.



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. Prior servicer to send list of realtors with contact information. REO Closings
shall be scheduled at a mutally agreed upon date if the sale shall occur post transfer. 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:



© 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









Table of Contents












REO Files and Invoices:



Nationstar Mortgage LLC


Attn:  REO Department/Frank Rosas


350 Highland Drive


Lewisville, Texas  75067


469-549-3494


Frank.Rosas@Nationstarmail.com





Mortgagor Recoverable Corporate Advances



The Previous Servicer shall provide a loan-level, itemized accounting of all expenses, to date, for
all mortgagor recoverable expenses in adherence to filing FNMA 571 claims, regardless of investor.
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.



No soft/hard copy preservation information/invoices will be provided. Previous Servicer (PS) will
provide the above information in 3 ways within 30 days after transfer:





	 	a.	 	Provide Nationstar access to Iclear
(Corelogic product) which includes all attorney/non-REO Invoices.
	 
	 	b.	 	Provide Nationstar access to our
Property Preservations website, which includes all preservation
information.
	 
	 	c.	 	Provide encrypted CD of all invoices
paid through Invoice Management.
	 
	 	d.	 	All other information including
HOA/Utility invoices will be imaged and available to Nationstar.




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 42









Table of Contents













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 next businss day after receipt for those
payoff funds received via wire transmission. Payoff wiring instructions:



Bank:  Wells Fargo Bank, N.A.

City, State: San Francisco, CA


Routing/ABA number : 	121000248


ACCT# : [*]




 

For further credit to: Nationstar Mortgage LLC, Payment Clearing

A spreadsheet will be sent with the below information for all loans included in the daily wire

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 forwarded to the Servicer via overnight delivery on the next business 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




© 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.”





 




			
	*	 	[Confidential treatment requested]




Page 43









Table of Contents












Email:Marina.Reyes@nationstarmail.com



This is not applicable to MetLife as we would not be requesting a payoff quote from Nationstar



This is not applicable as there are no loans with a Prepayment penalty



Nationstar should submit any Payoff Research requests to MetLife Home Loans mailbox
MLHL_cash_payoff@metlife.com.  Supervisor Anita Winkles can be contacted at 214-441-458



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



Does not apply — The Previous Servicer, if applicable, 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
	 
	 	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(s) 60 days prior to
transfer. 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)


For a period of thirty (30) days following the transfer, any mortgage payment received by the
Previous Servicer will be forwarded on a daily basis to the new Servicer via overnight delivery.
For a period of 60 Business Days following the expiration of the prior 30 Business Days, such funds
or payments will be sent by regular mail. After the expiration of such 60 Business Days, Seller
shall return the funds or payments to the Purchaser or its designee or return to the sender.



Nationstar Mortgage LLC

Attn: Service Transfer Payments/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 44









Table of Contents













Delete — NSF & Stop Payment Handling



Need listing of all loans on bi-weekly/Equity Accelerator program. Nationstar will work with
WesternUnion’s PayMap by reversing payments on loans after transfer and reimbursing Western Union
of NSF drafts



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.
	 
	 	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 for 30 days
after transfer and sent via regular mail thereafter.





Dishonored Payments and Stop Pays after Transfer



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.	 	MetLife Home Loans does not receive physical checks back on returned or
dishonored payments. MetLife will send reports from their bank for all returned items
which 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 ten (10) days , or best efforts of receipt of applicable
documentation.
	 
	 	4.	 	Any research requests or questions regarding the reports should be directed
to MetLife




© 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











Table of Contents











	 	5.	 	Home Loans email box
MLHL_Cashbalancingmailbox@metlife.com.  Contact is Leslie Gray-Daniels at 214-441-4121.





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 or Mortgagor account, 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 after 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 for any payment misapplied by the
Previous Servicer. Previous Servicer shall reimburse Nationstar Mortgage LLC for the
amount of such shortage within twenty (20) days , or best efforts after receipt of
written demand from Nationstar Mortgage LLC. In the rare case that it should take
greater than 20 days the Prior Servicer and Nationstar will be in constant
communication.
	 
	 	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



Research request from old servicer to new servicer will be sent via email to the above email
address. Nationstar should respond and provide reimbursement when applicable within 20 days.
Request related to misapplications, etc. should be sent to the MetLife Home Loans via email at
MLHL_Loancorrections@Metlife.com. Supervisor contact is Terri Youngblood at 214-441-4586


An electronic report in Excel format is required for each report defined in this section




Customer Service Research




1. Open Research Item Report





	 	Ø	 	All loans with open research items
	 
	 	Ø	 	Missing Payments
	 
	 	Ø	 	Payment Corrections




© 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









Table of Contents














	 	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





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 for a period of 90 days. After 90 days, previous servicer
shall have the option to continue forwarding or return items to the sender. Items will be sent no
less than weekly.



Nationstar Mortgage LLC


Attn: Service Transfer Correspondence / Austin Cobb


	350 Highland Drive


Lewisville, Texas  75067


469-549-2284


Austin.Cobb@nationstarmail.com





HAMP Requirements



The Previous Servicer must complete all HAMP Reporting Transfer Process requirements posted by
Fannie Mae within the timeframes required under the HAMP Program.



Fill out and submit the HAMP Reporting Transfer Request Form





	1.	 	Fill out and submit the HAMP Reporting Transfer Loan List form with all HAMP loans
transferring
	 
	2.	 	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



© 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.”




 



			
	*	 	[Confidential Treatment Requested]



Page 47









Table of Contents












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.
	 
	 	6.	 	Latest IR2 Reporting
	 
	 	7.	 	List of any Hardest Hit Funds accounts, status on Opt-In and permissions
	 
	 	8.	 	List of any pending Mediations




In addition to the reports, the previous servicer will provide HAMP loan level data electronically
on all loans to include Exhibits A, B, C & D required and conditional data as required under the US
Treasury’s IR2 reporting requirements. 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.




HAFA Requirements — Should reflect new MHA Timelines



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



© 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









Table of Contents











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 14day 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
	 
	 	 
	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
	 	 
	 
	 	 




© 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









Table of Contents













	 	 	 

	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.
	 
	 	 
	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 successfully
complete a trial p





© 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









Table of Contents












	 	 	 

	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
agreemen
	 
	 	 
	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.
	 
	 	 
	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 51









Table of Contents







Critical Cutoffs





	 	a)	 	Outgoing Documentation






	 	1)	 	Discontinue sending collection letters (e.g.,
NOI, etc.) after the goodbye letters are sent.
	 
	 	2)	 	Discontinue sending borrower solicitations
for HAMP and other loss mitigation options after the goodbye letters
are sent.
	 
	 	3)	 	Discontinue evaluation of loans through HAMP
Waterfall & NPV to determine if qualify for HAMP trial or
modifications offer 10 business days prior to Transfer Date
	 
	 	4)	 	Discontinue sending borrower and asset-based
resolution agreements (e.g., loan modifications, payment plans, HAMP
trials, short sales) 5 business days prior to Transfer Date.
	 
	 	5)	 	Generally speaking, new short-sale closing
dates should not be set within 10 business days before or 14 business
days after Transfer Date. In the event MetLife can get the money and
close before the Transfer Date, the transaction may proceed. If the
sale is at risk and sale date needs to be scheduled immediately
following the transfer date, then MetLife will coordinate with
Nationstar to facilitate the sale.






	 	b)	 	Incoming Documentation / Agreement Execution






	 	1)	 	All loss mitigation deals (short sales,
modifications, payment plans) need to be executed no later than 5
business days prior to Transfer Date. It is critical that these
activities are fully completed and reflected in Final Data Set. All
agreements and supporting documentation must be imaged.






	 	c)	 	Bankruptcy Activity






	 	1)	 	Discontinue evaluating/decisioning loss
mitigation options for BK borrowers 5 business days prior to Transfer
Date.






	 	d)	 	Valuations






	 	1)	 	Discontinue ordering new valuations or setups
10 business days of prior to Transfer 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 52











Table of Contents





EXHIBIT
B




LIMITED POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that Nationstar Mortgage LLC in order to carry out the intent
and purposes of that certain Servicing Agreement (“Agreement”) executed _____________ between
Nationstar Mortgage LLC and ____________________ (“Owner”), and in accordance with the provisions
of said Agreement, does hereby appoint Nationstar Mortgage LLC and any of its affiliates, and the
officers, employees and agents of each (“NSM”), as its true and lawful attorney-in-fact, with full
power of substitution:



     a. to endorse the name of ___________________, without recourse, upon any and all notes,
checks, drafts or other instruments and vehicles of the payment of money received or to be received
by or on behalf of NSM in payment of or on any Mortgage Loan serviced by NSM or insurance proceeds
resulting from any insurance on the Mortgaged Property, and to take any and all action necessary to
perfect the interest of Owner in any Mortgaged Loan serviced by NSM pursuant to the Agreement;



     b. to endorse or cause to be endorsed any security instrument, assignment, release (full or
partial) or any other documents necessary to establish and protect all rights, title and interest
of Owner in, to and under such Mortgage Loan, including, but not limited to foreclosure
proceedings;



     c. to take such other action as may be deemed desirable by NSM or as may be necessary to
service the Mortgage Loan in accordance with Applicable Requirements.



     Third parties without actual notice may rely upon the power granted under this Limited Power
of Attorney upon the exercise of such power of the Attorney-in-fact that all conditions precedent
to such exercise of power have been satisfied and that this Limited Power of Attorney has not been
revoked unless an instrument of revocation has been recorded.



     This Limited Power of Attorney, and all authority granted hereunder, shall be in full force
and effect until either (i) terminated in writing by Owner or (ii) without further action by Owner
automatically upon the termination in full of the Agreement.



     Capitalized terms used herein and not otherwise defined shall have the meanings assigned to
them in the above referenced Agreement.



     This Limited Power of Attorney shall be binding upon Owner and its successors and assigns, and
shall inure to the benefit of NSM, and its successors and assigns.



 









Table of Contents





     IN WITNESS WHEREOF, Owner has caused its name to be subscribed hereto by its authorized
officer and its seal is to be affixed by its Secretary, this _______ day of ________, 20_.



	 	 	 	 	 	 	 

	Signed and Acknowledged

	 	Owner	 	 	 	 
	 

	 	 	 	 	 	 
	In the presence of the following witnesses:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	Witness	 	Authorized Officer
	 
	 	 	 	 	 	 
	 	 	 
	Witness	 	Secretary





STATE OF _______________



COUNTY OF ______________




     Subscribed and acknowledged before me, a Notary Public in and for said county and state this
_______ day of __________, 20__ by _____________________, an authorized officer of Owner and
attested by ___________________, Secretary of Owner.




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Notary Public 	 
	 	 	 	 
	 




 











Table of Contents





EXHIBIT C

LIST OF OWNER REPORTS



This exhibit contains a listing of owner reports furnished by the sub-servicer. Individual
specifications and requirements to each report are contained within their respective service-level
agreement.



Data & Reporting SLA





	 	•	 	Overall Portfolio
	 
	 	•	 	Delinquency
	 
	 	•	 	Call Processing
	 
	 	•	 	Accessibility
	 
	 	•	 	Customer Call Reasons
	 
	 	•	 	Collections
	 
	 	•	 	Customer Complaints & Metrics
	 
	 	•	 	Foreclosure






	 	o	 	Summary & Additions/Removals
	 
	 	o	 	Timelines & Timeline Exceptions
	 
	 	o	 	Productivity & Delays
	 
	 	o	 	Projections
	 
	 	o	 	Metrics
	 
	 	o	 	Foreclosure Employee Statistics
	 
	 	o	 	Foreclosures by State






	 	•	 	Bankruptcy






	 	o	 	Summary
	 
	 	o	 	Bankruptcy by Chapter
	 
	 	o	 	Filings
	 
	 	o	 	Performance
	 
	 	o	 	Bankruptcy Employee Statistics
	 
	 	o	 	Bankruptcy by State






	 	•	 	Loss Mitigation






	 	o	 	Summary
	 
	 	o	 	Workouts
	 
	 	o	 	Timelines
	 
	 	o	 	Loss Mitigation by State
	 
	 	o	 	Loss Mitigation Employee Statistics
	 
	 	•	 	Roll Rates






	 	•	 	REO






	 	o	 	Summary
	 
	 	o	 	Inventory
	 
	 	o	 	Timeline
	 
	 	o	 	Cost
	 
	 	o	 	Metrics
	 
	 	o	 	REO Employee Statistics




Servicing Standards SLA





	 	•	 	Service-Level Target Report Card




Litigation SLA





	 	•	 	Litigation Report




Accounting SLA





	 	•	 	Advances Summary via Reporting Package
	 
	 	•	 	LSAMS 11710D
	 
	 	•	 	Nationstar Servicing Book
	 
	 	•	 	SR410UR-02 & Supplemental Reporting Package
	 
	 	•	 	SRV105C — 01
	 
	 	•	 	SRV510C-01 (Daily Transaction Journal)
	 
	 	•	 	SRV410UR-03 Cutoff Trans Journal
	 
	 	•	 	Investor Reporting Package
	 
	 	•	 	SRV403C
	 
	 	•	 	Servicing Book
	 
	 	•	 	SRVMLD
	 
	 	•	 	SRVDSR
	 
	 	•	 	SRVCHGV
	 
	 	•	 	Additional File
	 
	 	•	 	FTB_FnmaFas 140*
	 
	 	•	 	FTB-RecourseLoansInvLntySummReport*
	 
	 	•	 	FTB-01ProgAnalSumm*
	 
	 	•	 	Graybar Reports*
	 
	 	•	 	FTB-Inv163Summ*
	 
	 	•	 	FTBank Zip File (CPI Download) S5VT & FTBANK09 Access Files*
	 
	 	•	 	Allen Report*
	 
	 	•	 	SRV111C-01 and SRV120C-01
	 
	 	•	 	T30L*
	 
	 	•	 	FTB — Servicefeeaccrual_Excel*
	 
	 	•	 	FTB — PendingSales-Servicefeeaccrual_Excel*
	 
	 	•	 	FTB — AccruedLateCharges_Excel*
	 
	 	•	 	CPI Extract for Bancware — BWCPI.txt created in job FCM4803M*
	 
	 	•	 	S51Z, RC-C, RC-P, RC-S*
	 
	 	•	 	Loans Held for Sale and Portfolio Loans — RC-C Memo*
	 
	 	•	 	FH Subservicing Portfolio Walkforward*
	 
	 	•	 	FTB_S214*
	 
	 	•	 	FTB_S215*
	 
	 	•	 	List of Excess Service Fees*
	 
	 	•	 	FTB_T691P1_BONY.xls*
	 
	 	•	 	FNMA Guaranty Fees*
	 
	 	•	 	BONY Credit Losses Summary*
	 
	 	•	 	Denked Loans — Report & Journal Voucher*
	 
	 	•	 	Loss Ana Reclass*
	 
	 	•	 	Low balance Buyouts*
	 
	 	•	 	SAS 70 Type 2 Report
	 
	 	•	 	GL Interface File
	 
	 	•	 	Daily Trial Balance — SRV581C-01 & SRV581C-04
	 
	 	•	 	Monthly Interest Accrual and Specifications — SRV120C-01
	 
	 	•	 	EOM Trial Balance







 




			
	   *     
	 	Reports to be renamed when produced by Nationstar


















Table of Contents





     



Exhibit D



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	1

	 	 	041	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	2

	 	 	042	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	3

	 	 	044	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	4

	 	 	045	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	5

	 	 	047	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	SM
	6

	 	 	050	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	7

	 	 	051	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	8

	 	 	052	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	9

	 	 	086	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	10

	 	 	087	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	11

	 	 	090	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	12

	 	 	091	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	13

	 	 	093	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	14

	 	 	095	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	15

	 	 	096	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	1 BD
	 	FTP
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	1 BD after cutoff
	 	NA
	 	1st BD after cutoff
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	Must have all reports by
the second business day by
noon
	 	07/01/11
	 	KO
	16

	 	 	160	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	17

	 	 	161	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM








 




			
	*	 	[Confidential treatment requested]




 









Table of Contents










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	18

	 	 	163	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	19

	 	 	164	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	20

	 	 	165	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	21

	 	 	166	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	22

	 	 	167	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	23

	 	 	168	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	24

	 	 	169	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	25

	 	 	170	 	 	[*]
	 	NA
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	Interface
	 	NA
	 	NA
	 	GL
	 	Interface
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/01/11
	 	SM
	26

	 	 	199	 	 	[*]
	 	Kathy
	 	Warehouse
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	A/A
	 	1 BD after cutoff
	 	25th
	 	NA
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	NA
	 	[*]
	 	07/01/11
	 	KO
	27

	 	 	211	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	15th
	 	NA
	 	5 BD
	 	wire
	 	NA
	 	NA
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	DG
	28

	 	 	216	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	2 BD
	 	Secured E-mail
	 	Email Actual/Actual
NSM excel file and
text files
SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06.
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	New Aug 2007 tmst
2007-4
	 	NA
	 	E-mail reports as text files
	 	08/01/11
	 	TUW
	29

	 	 	217	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	EOM
	 	15th
	 	2 BD
	 	Secured E-mail
	 	E-mail SRV510C-01

as text file
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	2 BD
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	E-mail report as text file
	 	08/01/11
	 	TUW
	30

	 	 	222	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	253	 	 	20th
	 	NA
	 	5 BD
	 	FedEx & Upload
	 	Email Actual/Actual
NSM excel file and
text files
SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06. Upload
eRoom form to
website.
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	wait for billing,
complete
spreadsheet, 87a
EOM, Attach each
spreadsheet to
reports. Print off
E-Room sheet & mail
together. Upload
breakdown to E-Room
Website.
	 	87a spreadsheet
	 	[*]
	 	07/21/11
	 	TUW
	31

	 	 	254	 	 	[*]
	 	Twyla
	 	Private A/A
	 	PAR
	 	20th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	Hard copy reports
are mailed with
Remittance check to
Investor
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	32

	 	 	286	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	20th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Check
	 	NA
	 	NA
	 	Hard Copr Report
mailed with
remittance check to
Investor
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	33

	 	 	290	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	Use SR410UR-03 for
remittance but no
file is sent-add
collections to main
reporting file
	 	remit only, same as Inv 508
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	Daily
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	Remittance amount and
reporting sent w/Inv 508
	 	08/01/11
	 	RE








 




			
	*	 	[Confidential treatment requested]




 









Table of Contents










     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	34

	 	 	291	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	Use SR410UR-03 for
remittance but no
file is sent-add
collections to main
reporting file
	 	remit only, same as Inv 509
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	Daily
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	Remittance amount and
reporting sent w/Inv 509
	 	08/01/11
	 	RE
	35

	 	 	292	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	Use SR410UR-03 for
remittance but no
file is sent-add
collections to main
reporting file
	 	remit only, same as Inv 510
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	Daily
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	Remittance amount and
reporting sent w/Inv 510
	 	08/01/11
	 	RE
	36

	 	 	293	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	Use SR410UR-03 for
remittance but no
file is sent-add
collections to main
reporting file
	 	remit only same as Inv 540
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	Daily
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	Remittance amount and
reporting sent w/Inv 540
	 	08/01/11
	 	RE
	37

	 	 	294	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	Na
	 	NA
	 	Use SR410UR-03 for
remittance but no
file is sent-add
collections to main
reporting file
	 	remit only same as Inv 544
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	Daily
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	Remittance amount and
reporting sent w/Inv 544
	 	08/01/11
	 	RE
	38

	 	 	301	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	FedEx
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	2 BD
	 	Check
	 	NA
	 	NA
	 	NA
	 	NA
	 	Investor Reporting Comments
	 	07/18/11
	 	TUW
	39

	 	 	305	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	na
	 	2 BD
	 	Draft
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	40

	 	 	306	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	17th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	SR410UR-02,

SR410UR-03 as text

files
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/21/11
	 	TUW
	41

	 	 	307	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	[*]
	 	07/18/11
	 	TUW
	42

	 	 	308	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Draft
	 	NA
	 	NA
	 	Customized

reporting

spreadsheet per Inv
	 	NA
	 	NA
	 	08/01/11
	 	RE








 




			
	*	 	[Confidential treatment requested]






 











Table of Contents







     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	43

	 	 	309	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv
	 	NA
	 	NA
	 	08/01/11
	 	DG
	44

	 	 	310	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	NA
	 	[*]
	 	08/01/11
	 	DG
	45

	 	 	311	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	FedEx
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	 	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	RE
	46

	 	 	314	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18TH
	 	NA
	 	Remit with monthly

remittance
	 	Draft
	 	NA
	 	Yes
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	RE
	47

	 	 	330	 	 	[*]
	 	Daniel
	 	Private s/s
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	48

	 	 	332	 	 	[*]
	 	Daniel
	 	Private s/s
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv , SCRA

deducted from

Bottom Line
	 	NA
	 	[*]
	 	08/01/11
	 	DG
	49

	 	 	333	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG








 




			
	*	 	[Confidential treatment requested]


















Table of Contents








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	50

	 	 	335	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	 	 	Draft
	 	NA
	 	Yes
	 	Customized

reporting

spreadsheet per Inv
	 	NA
	 	NA
	 	08/01/11
	 	RE
	51

	 	 	336	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	52

	 	 	342	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	580	 	 	15th
	 	NA
	 	5 BD
	 	FedEx
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	20th
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	System reports

sent, no

spreadsheet
	 	NA
	 	NA
	 	07/18/11
	 	RE
	53

	 	 	350	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	15th Calendar Day
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	A/A
	 	24th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	54

	 	 	351	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Daily, Fax 62E by

11 am
	 	Draft P&I account
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	55

	 	 	353	 	 	[*]
	 	Rich
	 	Private s/s
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	DRAFT P&I account
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	56

	 	 	362	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	EOM
	 	15th
	 	15th 1 BD and EOM
due same day
billing is
received
	 	Secured E-mail
	 	See investor

comments
	 	[*]
	 	A/A
	 	15th cutoff due
15th, EOM due 10th
of month
	 	NA
	 	1 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	15th email
breakdown should
include Principal,
interest, service
fee and remittance
amount; EOM email
includes EOM
breakdown form and
SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06,
SRV510C-01 as text
files
	 	08/01/11
	 	TUW
	57

	 	 	365	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	20th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Check
	 	NA
	 	NA
	 	[*]
	 	NA
	 	Hard copy report
mailed with
Remittance check to
INV
	 	07/21/11
	 	TUW
	58

	 	 	370	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	5th Calendar Day
	 	Secured E-mail
	 	E-mail SR410UR-02,
SR410UR-03,
SR410UR-05, and
SR410UR-06 as text
files; also export
into Excel
spreadsheet with
each report on
separed tab and
include with email
	 	[*]
	 	A/A
	 	20th Calendar Day
	 	NA
	 	1 BD
	 	wire
	 	NA
	 	Yes
	 	New 3/2008 TRUST

2008-1
	 	NA
	 	E-mail reports as

text files
	 	08/01/11
	 	TUW








 




			
	*	 	[Confidential treatment requested]














Table of Contents





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	59

	 	 	377	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	E-mail SR410UR-02
and SR410UR-03 as
text files
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	send reports via

email as text files
	 	07/18/11
	 	TUW
	60

	 	 	378	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	61

	 	 	379	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	62

	 	 	381	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	63

	 	 	383	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	540	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail &

FedEx
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	System reports sent

Fed Ex along with

spreadsheet sent by

email
	 	NA
	 	NA
	 	08/01/11
	 	RE
	64

	 	 	384	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	65

	 	 	385	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	66

	 	 	387	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	67

	 	 	391	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	18th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	E-mail reports as

text files
	 	07/21/11
	 	TUW








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	#	 	Inv	 	Investor Name	 	Acct Rep	 	Group	 	Recon 
Method	 	Cutoff	 	Interim 
Cutoff 
Date	 	Cutoff Due To INV	 	Reporting Method	 	Report Package	 	Reporting Website or 

Email Address	 	Remittance 
Type	 	Monthly Remittance 
Due	 	Interim 
Remit 
Date	 	PIF Remit Due	 	Remit 
Method 
Check / Wire 
/ Draft	 	Remittance 
Website / Call	 	Letter Custodial 
Agreement	 	Special Requirements	 	Investor Forms	 	Investor Reporting 

Comments	 	Transfer 
Date	 	Analyst 
Confirmation
	68

	 	 	393	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled NSM excel File, & text
file for SR410UR-02, SR410UR-03,
SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party adv ,
SCRA deducted from Bottom Line
	 	NA
	 	[*]
	 	08/01/11
	 	DG
	69

	 	 	394	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	16th
	 	NA
	 	2 BD
	 	Secured E-mail
	 	Email Actual/Actual NSM excel file and text
files SR410UR-02, SR410UR-03, SR410UR-05,
SR410UR-06.
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	E-mail reports as text files
	 	07/21/11
	 	TUW
	70

	 	 	395	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Reg Mail
	 	E-mail SR410UR-02 & SR410UR-03 as text files
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	[*]
	 	NA
	 	07/18/11
	 	TUW
	71

	 	 	396	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	FedEx
	 	SR410UR-02, SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	Investor requires loan level breakdown report
	 	[*]
	 	NA
	 	07/18/11
	 	TUW
	72

	 	 	397	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	2 BD
	 	FedEx
	 	SR410UR-02, SR410UR-03
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	[*]
	 	07/18/11
	 	TUW
	73

	 	 	399	 	 	[*]
	 	Daniel
	 	Private s/s
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled NSM excel File, & text
file for SR410UR-02, SR410UR-03,
SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	74

	 	 	400	 	 	[*]
	 	Daniel
	 	Private s/s
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled NSM excel File, & text
file for SR410UR-02, SR410UR-03,
SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Combined wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party adv ,
	 	NA
	 	NA
	 	08/01/11
	 	DG
	75

	 	 	401	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Scheduled/Scheduled NSM excel File, & text
file for SR410UR-02, SR410UR-03,
SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	20th
	 	NA
	 	Wire 2nd bus day, complete

liquidation sched form 4009,

email form
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	76

	 	 	402	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File, & text
file for SR410UR-02, SR410UR-03,
SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE






 




			
	*	 	[Confidential treatment requested]















Table of Contents




     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	#	 	Inv	 	Investor Name	 	Acct Rep	 	Group	 	Recon 
Method	 	Cutoff	 	Interim 
Cutoff 
Date	 	Cutoff Due To INV	 	Reporting Method	 	Report Package	 	Reporting Website or 

Email Address	 	Remittance 
Type	 	Monthly Remittance 
Due	 	Interim 
Remit 
Date	 	PIF Remit Due	 	Remit 
Method 
Check / Wire 
/ Draft	 	Remittance 
Website / Call	 	Letter Custodial 
Agreement	 	Special Requirements	 	Investor Forms	 	Investor Reporting 

Comments	 	Transfer 
Date	 	Analyst 
Confirmation
	77

	 	 	403	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File, & text file for SR410UR-02, SR410UR-03, SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Draft
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	78

	 	 	404	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File, & text file for SR410UR-02, SR410UR-03, SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Draft
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	79

	 	 	406	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File, & text file for SR410UR-02, SR410UR-03, SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	80

	 	 	407	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File, & text file for SR410UR-02, SR410UR-03, SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	81

	 	 	408	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File, & text file for SR410UR-02, SR410UR-03, SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	82

	 	 	409	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	Scheduled/Scheduled NSM excel File,
& text file for SR410UR-02, SR410UR-03, SR410UR-05, SR410UR-06
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	83

	 	 	416	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level nsm sch/sch xls file and RMBS file	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP










 




			
	*	 	[Confidential treatment requested]
















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Cutoff Due	 	 	 	 	 	Reporting	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	 	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	Website or	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/ Wire /	 	Remittance	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Email Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Website / Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	84

	 	 417
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level nsm sch/sch xls file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	85

	 	 418
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level nsm sch/sch xls file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	86

	 	 420
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level nsm sch/sch xls file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	87

	 	 421
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level nsm sch/sch xls file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	88

	 	 422
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level nsm sch/sch xls file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	89

	 	 423
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level sch/sch file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	90

	 	 424
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level sch/sch file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	91

	 	 425
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 660
	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level sch/sch file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP






 




			
	*	 	[Confidential treatment requested]
















Table of Contents







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	92

	 	 	426	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	Loan level sch/sch file and RMBS file
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	93

	 	 	427	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	94

	 	 	428	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	95

	 	 	429	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	96

	 	 	430	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	97

	 	 	436	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	98

	 	 	437	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	99

	 	 	438	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	*	 	[Confidential treatment requested]


















Table of Contents







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	100

	 	 	439	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA

certificate; Loss
certificate;
Officer
Certificate
of Authorized
Signers;
Monthly
summary of excess
service
fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	101

	 	 	440	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	102

	 	 	441	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	103

	 	 	442	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	104

	 	 	443	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	105

	 	 	444	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	106

	 	 	445	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	107

	 	 	446	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM
sch/sch
xls
spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	*	 	[Confidential treatment requested]


















Table of Contents







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	108

	 	 	447	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	109

	 	 	448	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	110

	 	 	449	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	111

	 	 	450	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	112

	 	 	460	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	113

	 	 	472	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	DG
	114

	 	 	473	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	DG
	115

	 	 	474	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	2 BD
	 	Secured E-mail &

FedEx
	 	Secured email
w/breakdown
spreadsheet; fedex
SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	[*]
	 	NA
	 	07/18/11
	 	TUW
	116

	 	 	476	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	DG
	117

	 	 	477	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	NA
	 	Make Liquidation

whole with 3rd

party adv , REO

Loss Certificate

Required on

Liquidations
	 	NA
	 	[*]
	 	08/01/11
	 	DG








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	118

	 	 	478	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	[*]
	 	NA
	 	NA
	 	08/01/11
	 	DG
	119

	 	 	479	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	NA
	 	Make Liquidation

whole with 3rd

party adv , REO

Loss Certificate

Required on

Liquidations
	 	NA
	 	 	 	08/01/11
	 	DG
	120

	 	 	481	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	121

	 	 	483	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	122

	 	 	484	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	123

	 	 	485	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	124

	 	 	486	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	125

	 	 	487	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	126

	 	 	488	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	*	 	[Confidential treatment requested]




 











Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	127

	 	 	489	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, xls spreadsheet, S50Y,

RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb


	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	128

	 	 	490	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	129

	 	 	491	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	130

	 	 	492	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	131

	 	 	493	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	132

	 	 	494	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	133

	 	 	495	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	134

	 	 	496	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	* 	 	
 [Confidential treatment requested] 


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due/	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	135

	 	 	497	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	136

	 	 	498	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	137

	 	 	499	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	138

	 	 	500	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	139

	 	 	502	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	140
	 	 	503	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	141

	 	 	504	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	142

	 	 	505	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	143

	 	 	506	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	20th
	 	NA
	 	2 BD
	 	Secured E-mail
	 	SR410UR-02 & SR410UR-03 as text files
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	Lynette’s contat PH 804-627-4289;
	 	07/21/11
	 	TUW








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	144

	 	508	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Include amort sch

for charge offs
	 	Customized

reporting

spreadsheet
	 	Spreadsheet column
for all
curtailments and
dates
	 	08/01/11
	 	RE
	145

	 	509	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Include amort sch

for charge offs
	 	Customized

reporting

spreadsheet
	 	Spreadsheet column
for all
curtailments and
dates
	 	08/01/11
	 	RE
	146

	 	510	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Include amort sch

for charge offs
	 	Customized

reporting

spreadsheet
	 	Spreadsheet column
for all
curtailments and
dates
	 	08/01/11
	 	RE
	147

	 	512	 	[*]
	 	Twyla
	 	Private A/A
	 	139	 	 	20th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02 &

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	Reports are Mailed
regular Mail to
Investor -
Remittance funds
are wired to
Investor
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	148

	 	519	 	[*]
	 	Twyla
	 	Private A/A
	 	139	 	 	20th
	 	NA
	 	5 BD
	 	Secured E-mail/Reg

Mail
	 	SR410UR-02 &
SR410UR-03 uploaded
as txt files; See
special
requirements for
email details
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Check
	 	NA
	 	Yes
	 	E-mail breakdown
includes principle,
interest, service
fee, total
remittance and
cutoff and wire
dates
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	149

	 	525	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	150

	 	526	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Delinquent Status

codes on special

tab on monthly

spreadsheet
	 	NA
	 	NA
	 	08/01/11
	 	RE
	151

	 	527	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	152

	 	529	 	[*]
	 	Daniel
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Attach a claim

package with any

liquidation at

cutoff
	 	Loan Remittance

Summary with the

Investor

Consolidation
	 	Claim adjustments
deducted or added
on bottom line
remittance.
	 	08/01/11
	 	DG
	153

	 	531	 	[*]
	 	Rich
	 	private s/s
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	154

	 	537	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	155

	 	538	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	156

	 	540	 	[*]
	 	Rich
	 	Private S/S
	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Include amort sch

for charge offs
	 	Customized

reporting

spreadsheet
	 	Spreadsheet column
for all
curtailments and
dates
	 	08/01/11
	 	RE








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	157

	 	 	541	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	158

	 	 	544	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Include amort sch

for charge offs
	 	Customized

reporting

spreadsheet
	 	Spreadsheet column
for all
curtailments and
dates
	 	08/01/11
	 	RE
	159

	 	 	551	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	20th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02 &

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Check
	 	NA
	 	NA
	 	Hard copy reports
are mailed with
Remittance check to
Investor
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	160

	 	 	562	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly remittance
	 	wire
	 	NA
	 	Yes
	 	Attach a claim
package with any
liquidation at
cutoff , REO Loss
Certificate
Required on Liquidations
	 	Loan Remittance
Summary with the
Investor Consolidation
	 	Claim adjustments
deducted or added
on bottom line remittance.
	 	08/01/11
	 	DG
	161

	 	 	563	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Attach a claim

package with any

liquidation at

cutoff, REO Loss

Certificate

Required on

Liquidations
	 	Loan Remittance

Summary with the

Investor

Consolidation
	 	Claim adjustments
deducted or added
on bottom line
remittance.
	 	08/01/11
	 	DG
	162

	 	 	564	 	 	[*]
	 	Daniel
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	A/A
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire, combined wire

564 & 565
	 	NA
	 	Yes
	 	Move Remit amount
of INV 564 and
apply to INV 565
account for one
wire on the 18th
remittance
	 	NA
	 	Manually enter Loan
Reporting Data into
INV 565
Consolidation
report and submit
one report
	 	08/01/11
	 	DG
	163

	 	 	565	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire, combined wire

564 & 565
	 	NA
	 	Yes
	 	Consolidate all
data from INV 564
and 565 as one
report. Remit One
wire for both
Investors
	 	NA
	 	NA
	 	08/01/11
	 	DG
	164

	 	 	567	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Attach a claim

package with any

liquidation at

cutoff , REO Loss

Certificate

Required on

Liquidations
	 	Loan Remittance

Summary with the

Investor

Consolidation
	 	Claim adjustments
deducted or added
on bottom line
remittance.
	 	08/01/11
	 	DG
	165

	 	 	569	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Attach a claim

package with any

liquidation at

cutoff, REO Loss

Certificate

Required on

Liquidations
	 	Loan Remittance

Summary with the

Investor

Consolidation
	 	Claim adjustments
deducted or added
on bottom line
remittance.
	 	08/01/11
	 	DG
	166

	 	 	571	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	167

	 	 	572	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Delinquent Status

codes on special

tab on monthly

spreadsheet
	 	NA
	 	NA
	 	08/01/11
	 	RE
	168

	 	 	574	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE








 




			
	*	 	[Confidential treatment requested]


















Table of Contents






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 		 	Check	 	Remittance	 	Letter	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 		 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 		 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	PIF Remit Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Investor Reporting Comments	 	Date	 	Confirmation
	169

	 	 	577	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	170

	 	 	580	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	171

	 	 	583	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	172

	 	 	584	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	173

	 	 	587	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	174

	 	 	588	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	175

	 	 	590	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	All Categories go in one file to

Investor.
	 	NA
	 	NA
	 	08/01/11
	 	DG
	176

	 	 	592	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	177

	 	 	593	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	178

	 	 	594	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	179

	 	 	595	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	180

	 	 	596	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	181

	 	 	597	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE
	182

	 	 	598	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly
remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined
remittance wire
sent for Inv 587,

588,
592-599
	 	08/01/11
	 	RE








 




			
	*	 	[Confidential treatment requested]

















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 		 	Check	 	Remittance	 	Letter	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 		 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 		 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	PIF Remit Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Investor Reporting Comments	 	Date	 	Confirmation
	183

	 	 	599	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	One combined

remittance wire

sent for Inv 587,

588, 592-599
	 	08/01/11
	 	RE
	184

	 	 	600	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	185

	 	 	601	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	One loan reports as

Inv 601, the rest

report with 601 602

603 file
	 	08/01/11
	 	RE
	186

	 	 	602	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	Reports as 601 602

603 file
	 	08/01/11
	 	RE
	187

	 	 	603	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	Reports as 601 602

603 file
	 	08/01/11
	 	RE
	188

	 	 	604	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	189

	 	 	606	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	190

	 	 	607	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	191

	 	 	608	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	192

	 	 	609	 	 	[*]
	 	Daniel
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	Yes
	 	Part A funds remitted to INV, Claims,
reimbursement, Part A funds remitted with LLD
form
	 	NA
	 	[*]
	 	08/01/11
	 	DG
	193

	 	 	613	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	194

	 	 	616	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	195

	 	 	617	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	196

	 	 	618	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	197

	 	 	619	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made whole with 3rd party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG








 




			
	* 	 	 [Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	198

	 	 	620	 	 	[*]
	 	Rich
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	Prelim worksheet
due on 2nd BD. Full
report due on 8th
BD
	 	Upload
	 	Actual/Actual NSM
excel file and text
files SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06.
	 	[*]
	 	A/A
	 	15th
	 	na
	 	Remit with monthly

remittance
	 	15th
	 	NA
	 	NA
	 	2ND LIENS
	 	NA
	 	Monthly charge offs
	 	08/01/11
	 	RE
	199

	 	 	621	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	200

	 	 	622	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	201

	 	 	623	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	SCRA loan being reported
in INV 623 # 0009191537
Evans, SCRA report
uploaded to website or
emailed for reimbursement
	 	08/01/11
	 	DG
	202

	 	 	629	 	 	[*]
	 	Daniel
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	Actual/Actual NSM
excel file.
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	Yes
	 	Part A funds
remitted to INV
Claims,
reimbursement, Part
A funds remitted
with LLD form
	 	NA
	 	Repurchase loans are moved
at request to inv 629 per
ALS
	 	08/01/11
	 	DG
	203

	 	 	631	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	204

	 	 	635	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	205

	 	 	637	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	206

	 	 	642	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	NA
	 	[*]
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	Loan pending to INV 646
effective 04/06 bal
42,520.13 , Delq Payment
due 642,
	 	08/01/11
	 	DG
	207

	 	 	645	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG
	208

	 	 	646	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	642 001 0030537831 646
001 02-01-06 04-01-06
42,618.77 42,520.13
11 .00440000 110943131
        .00440000
	 	08/01/11
	 	DG
	209

	 	 	647	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	Liquidations Made

whole with 3rd

party advance
	 	NA
	 	NA
	 	08/01/11
	 	DG








 




			
	*	 	[Confidential treatment requested]


















Table of Contents








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	210

	 	 	650	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	211

	 	 	651	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	212

	 	 	652	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	213

	 	 	653	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	214

	 	 	656	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	215

	 	 	657	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	216

	 	 	658	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	217

	 	 	659	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	218

	 	 	660	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet,

RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	219

	 	 	661	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	220

	 	 	662	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	221

	 	 	663	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	222

	 	 	665	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	223

	 	 	666	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSMsch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	224

	 	 	667	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	225

	 	 	668	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	* 	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	226

	 	 	669	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	227

	 	 	670	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	228

	 	 	671	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	229

	 	 	672	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	230

	 	 	673	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	231

	 	 	674	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	232

	 	 	675	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	233

	 	 	676	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP






 




			
	* 	 	[Confidential treatment requested]















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	234

	 	 	677	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	235

	 	 	678	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	236

	 	 	679	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	237

	 	 	680	 	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch

xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification certificate; SCRA certificate; Loss certificate; Officer Certificate of Authorized Signers; Monthly summary of excess service fee remitted
	 	[*]
	 	07/18/11
	 	JCP
	238

	 	 	681	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	253	 	 	EOM
	 	10th
	 	5 BD
	 	Interim & EOM NDC call; EOM FedEx
	 	Express mail
Actual/Actual NSM excel
file and text files
SR410UR-02, SR410UR-03, SR410UR-05,
SR410UR-06.
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	10th
	 	2 BD
	 	NDC Call
	 	800-944-2020 before 2p CST
	 	NA
	 	[*]
	 	NA
	 	Field 1 —
remittance amount
Field 2 — mth/yr
of remittance
Field 3 — Type of
Remittance (1 —
regular remit; 2 —
PIF, 3 — F/C)
Field 4 — loan
number (PIFs only)
	 	08/01/11
	 	TUW
	239

	 	 	682	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	253	 	 	EOM
	 	10th
	 	5 BD
	 	Interim & EOM NDC call; EOM FedEx
	 	Express mail
Actual/Actual NSM excel
file and text files
SR410UR-02, SR410UR-03, SR410UR-05,
SR410UR-06.
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	10th
	 	2 BD
	 	NDC Call
	 	800-944-2020 before 2p CST
	 	NA
	 	[*]
	 	NA
	 	Field 1 —
remittance amount
Field 2 — mth/yr
of remittance
Field 3 — Type of
Remittance (1 —
regular remit; 2 —
PIF, 3 — F/C)
Field 4 — loan
number (PIFs only)
	 	08/01/11
	 	TUW
	240

	 	 	684	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	253	 	 	EOM
	 	10th
	 	5 BD
	 	Interim & EOM NDC call; EOM FedEx
	 	Express mail
Actual/Actual NSM excel
file and text files
SR410UR-02, SR410UR-03, SR410UR-05,
SR410UR-06.
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	10th
	 	2 BD
	 	NDC Call
	 	800-944-2020 before 2p CST
	 	NA
	 	[*]
	 	NA
	 	Field 1 —
remittance amount
Field 2 — mth/yr
of remittance
Field 3 — Type of
Remittance (1 —
regular remit; 2 —
PIF, 3 — F/C)
Field 4 — loan
number (PIFs only)
	 	08/01/11
	 	TUW








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	241

	 	 	685	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	253	 	 	EOM
	 	10th
	 	5 BD
	 	Interim & EOM NDC
call; EOM FedEx
	 	Express mail
Actual/Actual NSM
excel file and text
files SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06.
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	10th
	 	2 BD
	 	NDC Call
	 	800-944-2020 before 2p CST
	 	NA
	 	[*]
	 	NA
	 	Field 1 —
remittance amount
Field 2 — mth/yr
of remittance
Field 3 — Type of
Remittance (1 —
regular remit; 2 —
PIF, 3 — F/C) Field 4 — loan
number (PIFs only)
	 	08/01/11
	 	TUW
	242

	 	 	686	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	253	 	 	EOM
	 	10th
	 	5 BD
	 	Interim & EOM NDC
call; EOM FedEx
	 	Express mail
Actual/Actual NSM
excel file and text
files SR410UR—02,
SR410UR—03,
SR410UR—05,
SR410UR—06.
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	10th
	 	2 BD
	 	NDC Call
	 	800-944-2020 before 2p CST
	 	NA
	 	[*]
	 	NA
	 	Field 1 -
remittance amount
Field 2 — mth/yr
of remittance
Field 3 — Type of
Remittance (1 -
regular remit; 2 -
PIF, 3 — F/C) Field 4 — loan
number (PIFs only)
	 	08/01/11
	 	TUW
	243

	 	 	689	 	 	[*]
	 	Daniel
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	 	 	NA
	 	NA
	 	08/01/11
	 	DG
	244

	 	 	690	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	245

	 	 	691	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	246

	 	 	695	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	247

	 	 	696	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	248

	 	 	698	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	249

	 	 	699	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	250

	 	 	700	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE








 




			
	*	 	[Confidential treatment requested]



 









Table of Contents







     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	251

	 	 	703	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	1 BD
	 	Transmission
	 	E-mail Form 2305 by
1st bus day
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Daily wire, due 5th
BD, E mail
spreadsheet by 12pm
day after payoff
date. (1st bus.
Day)
	 	18th Draft, PIF wire
	 	PIF’s report to: 

https://www.gmacrfc.com/ftw
	 	NA
	 	Tape transmission,
no reporting file
sent.
	 	Summary for for
Cutoff and PIF
spreadsheet
	 	PIF funds due 5

business days
	 	08/01/11
	 	RE
	252

	 	 	708	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	20th
	 	NA
	 	5 BD
	 	Upload & image NSM

Summary 2010 Page
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	15th
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	07/21/11
	 	RE
	253

	 	 	709	 	 	[*]
	 	Kathy
	 	Private A/A
	 	 	139	 	 	EOM
	 	10th
	 	5th Calendar Day (

we send 1 BD)
	 	FedEx
	 	Email Actual/Actual
NSM excel file and
text files
SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06.
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	10th
	 	5 BD
	 	Draft NDC
	 	https://texnet.cpa.state.

tx.us/TXN_StartPage.asp
	 	Yes
		[*]
	 	I:\FHHL RELEASE
2011\Cutoff Reports
- Pre
Transfer\Private
Actual Actual\Inv
709 VLB\04-30-2011
VLB 709 xlw.xls
	 	Print all tabs in
excel file and send
with cutoff reports
	 	08/01/11
	 	KO
	254

	 	 	718	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	Remit with monthly

remittance
	 	Draft P&I account
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	255

	 	 	730	 	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Upload
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	na
	 	Remit with monthly

remittance
	 	Wire
	 	NA
	 	Yes
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	256

	 	 	851	 	 	[*]
	 	NA
	 	Default
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	 	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/18/11
	 	SM
	257

	 	 	855	 	 	[*]
	 	NA
	 	Default
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	 	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	SM
	258

	 	 	857	 	 	[*]
	 	NA
	 	Default
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	 	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/31/11
	 	SM
	259

	 	 	865	 	 	[*]
	 	NA
	 	Default
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	 	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	07/18/11
	 	SM
	260

	 	 	866	 	 	[*]
	 	NA
	 	Default
	 	 	139	 	 	EOM
	 	NA
	 	NA
	 	NA
	 	 	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	SM
	261

	 	 	B42	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	2 BD
	 	Reg mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	NA
	 	NA
	 	07/18/11
	 	TUW
	262

	 	 	B46	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	17th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	SR410UR-02 &

SR410UR-03 as text

files
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	E-mail reports as

text files
	 	07/21/11
	 	TUW
	263

	 	 	B49	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	2 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	NA
	 	NA
	 	07/18/11
	 	TUW
	264

	 	 	B52	 	 	[*]
	 	Twyla
	 	Private A/A
	 	 	254	 	 	15th
	 	NA
	 	2 BD
	 	Secured E-mail &

Upload


	 	upload SR410UR-02 &
SR410UR-03 as text
files; See special
requirements for
email details
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	Yes
	 	E-mail breakdown
includes principle,
interest, service
fee, total
remittance and
cutoff and wire dates
	 	NA
	 	NA
	 	07/18/11
	 	TUW








 




			
	*	 	[Confidential treatment requested]





 









Table of Contents






     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	265

	 	B62
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	17th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	SR410UR-02 &

SR410UR-03 as text

files
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	These are 2nd liens
	 	NA
	 	E-mail reports as
text files
	 	07/21/11
	 	TUW
	266

	 	B64
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	10th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Check
	 	NA
	 	NA
	 	NA
	 	NA
	 	[*]
	 	07/11/11
	 	TUW
	267

	 	B80
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03
	 	NA
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Check
	 	NA
	 	NA
	 	NA
	 	NA
	 	[*]
	 	07/18/11
	 	TUW
	268

	 	B84
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	See special

comments for email

details
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	E-mail summary
includes principle,
interest, service
fee, total
remittance and
cutoff and wire
dates
	 	NA
	 	Beginning with June
2011 cutoff,
investor requested
to receive reports
via email only.
Does not want
mailed hard copies.
	 	07/18/11
	 	TUW
	269

	 	B86
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	See special

comments for email

details
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	E-mail summary
includes principle,
interest, service
fee, total
remittance and
cutoff and wire
dates
	 	NA
	 	Beginning with June
2011 cutoff,
investor requested
to receive reports
via email only.
Does not want
mailed hard copies.
	 	07/18/11
	 	TUW
	270

	 	B88
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	See special

comments for email

details
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	E-mail summary
includes principle,
interest, service
fee, total
remittance and
cutoff and wire
dates
	 	NA
	 	Beginning with June
2011 cutoff,
investor requested
to receive reports
via email only.
Does not want
mailed hard copies.
	 	07/18/11
	 	TUW
	271

	 	B89
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	15th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	See special

comments for email

details
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	E-mail summary
includes principle,
interest, service
fee, total
remittance and
cutoff and wire
dates
	 	NA
	 	Beginning with June
2011 cutoff,
investor requested
to receive reports
via email only.
Does not want
mailed hard copies.
	 	07/18/11
	 	TUW
	272

	 	B95
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	EOM
	 	NA
	 	2 BD
	 	Secured E-mail
	 	SR410UR-02 &

SR410UR-03 as text

files
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	Weekly on Monday
	 	2 BD
	 	Wire
	 	NA
	 	Yes
	 	E-mail reports as
text files
	 	NA
	 	 	 	08/01/11
	 	TUW
	273

	 	F26
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	EOM
	 	NA
	 	2 BD
	 	Secured E-mail
	 	Email Actual/Actual
NSM excel file and
text files
SR410UR-02,
SR410UR-03,
SR410UR-05,
SR410UR-06.
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	Weekly on Friday
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	New july 2007 tmst
2007-3; fax
investor
spreadsheet to #s
listed on
spreadsheet
	 	Wire breakdown form
	 	E-mail reports as
text files, fax
breakdown form to
#s listed on form,
attach breakdown
form to email with
reports
	 	08/01/11
	 	TUW
	274

	 	F32
	 	[*]
	 	Rich
	 	Private S/S
	 	 	660	 	 	EOM
	 	NA
	 	5 BD
	 	Secured E-mail
	 	NSM xls spreadsheet
	 	[*]
	 	S/S
	 	18th
	 	NA
	 	4th BD Wire, Form
3421, e mail to
Elaine Seavers
	 	Draft
	 	NA
	 	NA
	 	NA
	 	NA
	 	NA
	 	08/01/11
	 	RE
	275

	 	F42
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	20th
	 	NA
	 	2 BD
	 	Upload
	 	SR410UR-02 &

SR410UR-03 as text

files
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	Upload reports to
Wells Website
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	276

	 	F43
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	18th
	 	NA
	 	5 BD
	 	Secured E-mail/Reg

mail
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	These are 2nd liens
	 	NA
	 	[*]
	 	07/21/11
	 	TUW








 




			
	*	 	[Confidential treatment requested]






 











Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	277

	 	F44
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	18th
	 	NA
	 	5 BD
	 	Secured E-mail
	 	email SR410UR-02 &

SR410UR-03 as text

files
	 	[*]
	 	A/A
	 	5 BD after cutoff
	 	NA
	 	5 BD
	 	Wire
	 	NA
	 	NA
	 	NA
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	278

	 	F45
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	303	 	 	20th
	 	NA
	 	2 BD
	 	Reg Mail
	 	SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	NA
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Check
	 	NA
	 	NA
	 	Hard copy paper
mailed with
remittance check to
INV
	 	NA
	 	[*]
	 	07/21/11
	 	TUW
	279

	 	H50
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	15th
	 	NA
	 	2 BD
	 	Secured E-mail
	 	upload SR410UR-02 &
SR410UR-03 as text
files; See special
requirements for
email details
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	Yes
	 	E-mail breakdown
includes principle,
interest, service
fee, total
remittance and
cutoff and wire
dates
	 	NA
	 	NA
	 	07/18/11
	 	TUW
	280

	 	H65
	 	[*]
	 	Twyla
	 	Private A/A
	 	 	139	 	 	10th
	 	NA
	 	2 BD
	 	FedEx & Secured

Email
	 	upload SR410UR-02 &
SR410UR-03 as text
files; See special
requirements for
email details
	 	[*]
	 	A/A
	 	2 BD after cutoff
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	Yes
	 	[*]
	 	NA
	 	[*]
	 	07/11/11
	 	TUW
	281

	 	H73
	 	[*]
	 	Rich
	 	Private S/S
	 	 	580	 	 	15th
	 	NA
	 	5 BD
	 	FedEx
	 	Scheduled/Scheduled

NSM excel File, &

text file for

SR410UR-02,

SR410UR-03,

SR410UR-05,

SR410UR-06
	 	[*]
	 	S/S
	 	20th
	 	NA
	 	2 BD
	 	Wire
	 	NA
	 	NA
	 	System reports

sent, no

spreadsheet
	 	NA
	 	NA
	 	07/18/11
	 	RE
	282

	 	V01
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	283

	 	V02
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	284

	 	V03
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	285

	 	V04
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP






 




			
	*	 	[Confidential treatment requested]















Table of Contents





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	286

	 	V05
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	287

	 	V06
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	288

	 	V07
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	289

	 	V08
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	290

	 	V09
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	291

	 	V10
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	292

	 	V11
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	293

	 	V12
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch
 xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP









 




			
	*	 	[Confidential treatment requested]

















Table of Contents







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	294

	 	V13
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	295

	 	V14
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	296

	 	V15
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	297

	 	V16
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	298

	 	V17
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	299

	 	V18
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	300

	 	V19
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	301

	 	V20
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM sch/sch xls spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	*	 	[Confidential treatment requested]


















Table of Contents





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	302

	 	V21
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	303

	 	V22
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	304

	 	V23
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	305

	 	V24
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	306

	 	V25
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	307

	 	V26
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	308

	 	V27
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	309

	 	V28
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP








 




			
	*	 	[Confidential treatment requested]




 









Table of Contents










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	L	 	 	 	M	 	N	 	O	 	Q	 	R	 	S	 	T	 	 	 	U	 	V	 	W	 	Z	 	AA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remit	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cutoff	 	 	 	 	 	Reporting	 	 	 	 	 	 	 	 	 	Method	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interim	 	Due	 	 	 	 	 	Website	 	 	 	Monthly	 	Interim	 	PIF	 	Check	 	Remittance	 	Letter	 	 	 	 	 	Investor	 	 	 	 
	 	 	 	 	Investor	 	Acct	 	 	 	Recon	 	 	 	Cutoff	 	To	 	Reporting	 	Report	 	or Email	 	Remittance	 	Remittance	 	Remit	 	Remit	 	/Wire/	 	Website/	 	Custodial	 	Special	 	Investor	 	Reporting	 	Transfer	 	Analyst
	#	 	Inv	 	Name	 	Rep	 	Group	 	Method	 	Cutoff	 	Date	 	INV	 	Method	 	Package	 	Address	 	Type	 	Due	 	Date	 	Due	 	Draft	 	Call	 	Agreement	 	Requirements	 	Forms	 	Comments	 	Date	 	Confirmation
	310

	 	V29
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	311

	 	V30
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	312

	 	V31
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	313

	 	V32
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	314

	 	V33
	 	[*]
	 	Jasmine
	 	Private S/S
	 	 	660	 	 	15th
	 	NA
	 	3 BD
	 	Secured E-mail
	 	dbf format, NSM

sch/sch xls

spreadsheet, RMBS
	 	[*]
	 	S/S
	 	24th
	 	NA
	 	Monthly w/disb
	 	Wire
	 	NA
	 	NA
	 	[*]
	 	Modification
certificate; SCRA
certificate; Loss
certificate;
Officer Certificate
of Authorized
Signers; Monthly
summary of excess
service fee
remitted
	 	[*]
	 	07/18/11
	 	JCP
	315

	 	 	 	[*]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	08/31/11	 	 








 




			
	*	 	[Confidential treatment requested]






 











Table of Contents








Exhibit
E


REG AB ADDENDUM TO SUBSERVICING AGREEMENT



THIS ADDENDUM (the “Addendum”) is entered into as of June 21, 2011 between First Tennessee Bank
National Association, a national banking association, as owner and master servicer (“Owner”) and
Nationstar Mortgage LLC, as servicer and subservicer (“Servicer”).




RECITALS OF FACT





	1.	 	Owner and Servicer have entered into a residential mortgage loan Subservicing Agreement of
even date herewith (the “Agreement”), under the terms of which the Owner has engaged
Servicer to service the Mortgage Loans (as defined in the Agreement).
	 
	2.	 	Owner is the sponsor, seller and master servicer, and servicer for others, of various series
of Mortgage-Backed Securities (“MBS”) evidencing interests in or secured by the
Mortgage Loans, and under the rules and regulations of Regulation AB (as defined herein), is
required to monitor servicing compliance and collect servicing information, reports and
attestations, as required, from entities that perform material servicing functions in respect
of the Mortgage Loans.
	 
	3.	 	Regulation AB was promulgated by the U.S. Securities and Exchange Commission (the
“Commission”) to establish, among other things: (a) disclosure guidance and
requirements for asset-backed securities filings under the Securities Act of 1933, as amended
(the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”); and (b) a consistent servicing standard used to measure the
performance of servicers that meet the criteria for materiality.
	 
	4.	 	Each Person determined by Owner to be a “servicer” under Item 1101(j) of Regulation AB that
performs servicing functions for a material portion of a pool of Mortgage Loans for which
Owner is the master servicer or a servicer for others is required to deliver to Owner an
annual compliance assessment and an attestation report of information that is material to the
servicing functions that such Person performs for such pool of Mortgage Loans.
	 
	5.	 	Owner has determined that Servicer is a “servicer” under Item 1101(j) of Regulation AB.





AGREEMENT



In consideration of the terms and provisions stated herein, and for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as follows:



1. Definitions. Whenever used in this Addendum, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:





	 	 	Agency Transfer: The sale or transfer of agency eligible loans to an agency
(government sponsored enterprise), in which the servicing is retained by the Owner.








Page 1 of 15









Table of Contents









	 	 	Agreement: As defined in the Recitals to this Addendum.
	 
	 	 	Attestation Report: As defined in Section 6(a)2. of this Addendum.
	 
	 	 	Authorized Officer: Any officer of the Servicer (or a Vendor hired by the Servicer)
involved in, or responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished to Owner by the Servicer (or
such Vendor), as such list may be amended from time to time.
	 
	 	 	Business Days: Any day other than a Saturday or Sunday, or a day on which banking
and savings and loan institutions in the states of Tennessee and/or Texas are obligated by
law or executive order to be closed.
	 
	 	 	Commission: As defined in the Recitals to this Addendum.
	 
	 	 	Compliance Assessment: As defined in Section 6(a)1. of this Addendum.
	 
	 	 	Depositor: As such term is defined in Item 1101(e) of Regulation AB.
	 
	 	 	Event of Default: As defined in Section 8(b) of this Addendum.
	 
	 	 	Exchange Act: As defined in the Recitals to this Addendum.
	 
	 	 	Indemnified Party: As defined in Section 8(a) of this Addendum.
	 
	 	 	Person: Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or
any agency or political subdivision thereof.
	 
	 	 	Reconstitution Agreement: The agreement or agreements entered into by Owner for any
or all of the Mortgage Loans in connection with a Whole Loan Transfer, an Agency Transfer or
a Securitization listed on Schedule A-1 and Schedule A-2 attached hereto.
	 
	 	 	Regulation AB: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
	 
	 	 	Sarbanes Certification: A certificate required by Rules 13a-14(d) and 15d-14(d)
under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf
of an asset-backed issuer with respect to a Securitization certification.
	 
	 	 	Sarbanes Support Certification: As defined in Section 6(a)4. of this Addendum.
	 
	 	 	Securitization: Any transaction involving either (1) a sale or other transfer of
some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection
with an






Page 2 of 15









Table of Contents







	 	 	issuance of publicly-offered or privately-placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated or unrated
securities, the payments on which are determined primarily by reference to one or more
portfolios of residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.
	 
	 	 	Securities Act: As defined in the Recitals to this Addendum.
	 
	 	 	Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.
	 
	 	 	Subservicer: Any Person that services Mortgage Loans on behalf of Servicer and is
responsible for the performance (whether directly or through subservicers or Subcontractors)
of a substantial portion of the material servicing functions required to be performed by
Servicer under the Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.
	 
	 	 	Transaction Servicer: As defined in Section 4(a) of this Addendum.
	 
	 	 	Vendor: Any subservicer or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of the Mortgage Loans but performs one or more discrete
servicing functions, identified in Item 1122(d) of Regulation AB with respect to Mortgage
Loans under the direction or authority of the Servicer.
	 
	 	 	Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans,
other than in connection with a Securitization.
	 
	2.	 	Good Faith Dealing.
	 
	 	 	Owner and Servicer acknowledge and agree that the purpose of this Addendum is to facilitate
compliance by Owner with the provisions of Regulation AB and any related rules and
regulations of the Commission. Although Regulation AB is applicable by its terms only to
offerings of asset-backed securities that are registered under the Securities Act, Servicer
acknowledges that investors in privately offered securities may require that Owner or any
Depositor provide comparable disclosure in unregistered offerings. References in this
Agreement to compliance with Regulation AB include the provision of comparable disclosure in
private offerings.
	 
	 	 	Neither Owner nor any Depositor shall exercise its right to request delivery of information
or other performance under this Addendum other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of
the Commission thereunder, including Regulation AB (or the provision in a private offering
of disclosure comparable to that required under the Securities Act). Servicer acknowledges
that interpretations of the requirements of Regulation AB may change over time, whether due
to interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by Owner or any






Page 3 of 15









Table of Contents





	 	 	Depositor in good faith for delivery of information under this Addendum on the basis of
evolving interpretations of Regulation AB. In connection with any Securitization, Servicer
shall cooperate fully to deliver to Owner (including any of its assignees or designees) and
any Depositor, any and all statements, reports, certifications, records and any other
information necessary in the good faith determination of Owner or any Depositor to permit
Owner or such Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to Servicer, any Subservicer, or the servicing of the Mortgage Loans,
reasonably believed by Owner or any Depositor to be necessary in order to effect such
compliance.
	 
	 	 	Owner (including any of its assignees or designees) shall cooperate with Servicer by
providing timely notice of requests for information under these provisions and by reasonably
limiting such requests to information required, in the Owner’s reasonable judgment, to
comply with Regulation AB.
	 
	3.	 	Representations and Warranties of Servicer.






	 	(a)	 	The Servicer shall be deemed to represent to Owner and to any Depositor, as of
the date on which information is first provided to Owner or any Depositor under Section
4 of this Addendum that, except as disclosed in writing to Owner prior to such date:
(i) the Servicer is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any
Securitization due to any act or failure to act of the Servicer; (ii) the Servicer has
not been terminated as a servicer in any residential mortgage loan securitization or
under any other servicing agreement either due to a servicing default or to application
of a servicing performance test or trigger; (iii) no material noncompliance with the
applicable Servicing Criteria with respect to any securitizations of mortgage loans
involving the Servicer as servicer have been disclosed or reported by the Servicer;
(iv) there have been no material changes to the policies or procedures of the Servicer
with respect to the servicing function it will perform under the Agreement or any
Reconstitution Agreement for the Mortgage Loans or mortgage loans similar to the
Mortgage Loans during the three-year period immediately preceding the date of the
related Securitization, (v) there are no aspects of the financial condition of the
Servicer that could have a material adverse effect on the performance by the Servicer
of its servicing obligations under the Agreement or any Reconstitution Agreement; (vi)
there are no material, legal or governmental proceedings pending (or known to be
contemplated) against any Transaction Servicer; and (vii) there are no affiliations,
relationships or transactions relating to any Transaction Servicer with respect to any
Securitization and any party thereto of a type described in Item 1119 of Regulation AB.
	 
	 	(b)	 	If so requested by Owner or any Depositor on any date following the date upon
which information is first provided to Owner or any Depositor under Section 4,





Page 4 of 15









Table of Contents





	 	 	 	Servicer shall within five (5) Business Days following such request, confirm in
writing the accuracy of the representations and warranties set forth in paragraph
(a) of this Section or, if any such representation and warranty is not accurate as
of the date of such request, provide reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party.






	4.	 	Servicer Disclosure Obligations.






	 	(a)	 	The Servicer will, within ten (10) Business Days following the request of Owner
or any Depositor, provide to Owner or such Depositor in writing and in form and
substance satisfactory to Owner or such Depositor, such information regarding Servicer,
as servicer of the Mortgage Loans, and each Subservicer (each of Servicer and each
Subservicer, for purposes of this Section 4, a “Transaction Servicer”), as is
requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation
AB. Such information shall include, at a minimum:






	 	1.	 	The Transaction Servicer’s legal name and form of organization.
	 
	 	2.	 	A description of how long the Transaction Servicer has been
servicing assets, including, a general discussion of the Transaction Servicer’s
experience in servicing assets of any type as well as a more detailed
discussion of the Transaction Servicer’s experience in, and procedures for the
servicing function it will perform under the Agreement and any Reconstitution
Agreements; information regarding the size, composition and growth of the
Transaction Servicer’s portfolio of residential mortgage loans similar to (and
including) the Mortgage Loans and information on factors related to the
Transaction Servicer that may be material, in the good faith judgment of Owner
or any Depositor, to an analysis of the servicing of the Mortgage Loans or the
MBS, as applicable, including, without limitation:






	 	(i)	 	whether any prior securitizations of mortgage
loans of a type similar to the Mortgage Loans involving the Transaction
Servicer have defaulted or experienced an early amortization or other
performance triggering event due to its servicing during the three (3)
year period immediately preceding the date of the related
Securitization;
	 
	 	(ii)	 	the extent of outsourcing the Transaction
Servicer utilizes;
	 
	 	(iii)	 	whether there has been previous disclosure of
material noncompliance with the applicable Servicing Criteria on the
part of the Transaction Servicer as servicer with respect to
securitizations





Page 5 of 15









Table of Contents





	 	 	 	of residential mortgage loans during the three (3) year period
immediately preceding the related Securitization;
	 
	 	(iv)	 	whether the Transaction Servicer has been
terminated as servicer in any residential mortgage loan securitization
or under any other servicing agreement, either due to a servicing
default or to application of a servicing performance test or trigger;
	 
	 	(v)	 	such other information as Owner or any
Depositor may reasonably request for the purpose of compliance with
Item 1108(b)(2) of Regulation AB;
	 
	 	(vi)	 	a description of any material changes during
the three (3) year period immediately preceding the related
Securitization to the Transaction Servicer’s policies or procedures
with respect to the servicing function it will perform under any
Reconstitution Agreements for mortgage loans of a type similar to the
Mortgage Loans;
	 
	 	(vii)	 	information regarding the Transaction
Servicer’s financial condition, to the extent that there is a material
risk that an adverse financial event or circumstance involving the
Transaction Servicer could have a material adverse effect on the
performance by Transaction Servicer of its servicing obligations under
this Agreement or any Reconstitution Agreement;
	 
	 	(viii)	 	a description of the Transaction Servicer’s processes and procedures
designed to address any special or unique factors involved in servicing
loans of a similar type as the Mortgage Loans;
	 
	 	(ix)	 	information regarding advances made by the
Transaction Servicer on the Mortgage Loans and the Transaction
Servicer’s overall servicing portfolio of residential mortgage loans
for the three (3) year period immediately preceding the related
Securitization, which may be limited to a statement by an authorized
officer of the Transaction Servicer to the effect that the Transaction
Servicer has made all advances required to be made on residential
mortgage loans serviced by it during such period, or, if such statement
would not be accurate, information regarding the percentage and type of
advances not made as required, and the reasons for such failure to
advance;




Page 6 of 15









Table of Contents





	 	(x)	 	a description of the Transaction Servicer’s
processes for handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of mortgaged properties, sale
of defaulted mortgage loans or workouts;
	 
	 	(xi)	 	information as to how the Transaction Servicer
defines or determines delinquencies and charge-offs, including the
effect of any grace period, re-aging, restructuring, partial payments
considered current or other practices with respect to delinquency and
loss experience;
	 
	 	(xii)	 	a description of any material, legal or
governmental proceedings pending (or known to be contemplated) against
the Transaction Servicer;
	 
	 	(xiii)	 	a description of any affiliation or relationship between the
Transaction Servicer and any of the following parties to a
Securitization as such parties are identified in the Securitization
documents or by the Owner:






	 	a)	 	the sponsor;
	 
	 	b)	 	the depositor;
	 
	 	c)	 	the issuing entity;
	 
	 	d)	 	any servicer;
	 
	 	e)	 	any trustee;
	 
	 	f)	 	any originator;
	 
	 	g)	 	any significant obligor;
	 
	 	h)	 	any enhancement or support
provider; and
	 
	 	i)	 	any other material transaction
party.






	 	(b)	 	For the purpose of satisfying the reporting obligation under the Exchange Act
with respect to any class of MBS, the Servicer shall (or shall cause each Subservicer
to) (i) provide prompt notice to Owner and any Depositor in writing of (A) any material
litigation or governmental proceedings involving a Transaction Servicer, (B) any
affiliations or relationships that develop following the closing date of a
Securitization between the Transaction Servicer and any of the parties specified in
clause (xiii) of paragraph a) of this Section (and any other




Page 7 of 15









Table of Contents





	 	 	 	parties identified in writing by the requesting party) with respect to such
Securitization, (C) any Event of Default under the terms of the Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of a Transaction Servicer, and (E) the Servicer’s entry into an
agreement with a Subservicer or Vendor to perform or assist in the performance of
any of the Servicer’s obligations under the Agreement or any Reconstitution
Agreement and (ii) provide to Owner or any Depositor a description of such
proceedings, affiliations or relationships.
	 
	 	(c)	 	As a condition to the succession to Servicer or any Subservicer as servicer or
subservicer under the Addendum or any Reconstitution Agreement by any Person (i) into
which Servicer or such Subservicer may be merged or consolidated, or (ii) which may be
appointed as a successor to Servicer or any Subservicer, Servicer shall provide to any
Depositor, at least fifteen (15) days prior to the effective date of such succession or
appointment, (x) written notice to Owner and any Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to
Owner and such Depositor, all information reasonably requested by Owner and any
Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities.
	 
	 	(d)	 	In addition to such information that Servicer is obligated to provide pursuant
to other provisions of this Agreement, not later than ten (10) days prior to the
deadline for the filing of any distribution report on Form 10-D (which date shall be
fifteen (15) days following the distribution date with respect to the related
Securitization) in respect of any Securitization that includes any of the Mortgage
Loans serviced by Servicer or any Subservicer, Servicer or such Subservicer, as
applicable, shall provide to the party responsible for filing such report (including,
if applicable, Owner or the applicable Depositor) notice of the occurrence of any of
the following events known to Servicer along with all information and materials related
thereto as may be required to be included in the related distribution report on Form
10-D:






	 	1.	 	any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or that have
cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
	 
	 	2.	 	material breaches of pool asset representations or warranties
or transaction covenants (Item 1121(a)(12) of Regulation AB); and




Page 8 of 15









Table of Contents





	 	3.	 	information regarding new asset-backed securities issuances
backed by the same pool assets, any pool asset changes (such as, additions,
substitutions or repurchases) (Item 1121(a)(14) of Regulation AB).






	 	(e)	 	Servicer shall provide to Owner and any Depositor such additional information
as such party may reasonably request, including evidence of the authorization of the
Person signing any certification or statement, financial information and reports, and
such other information related to any Transaction Servicer or any Transaction
Servicer’s performance hereunder.
	 
	 	(f)	 	Promptly following notice or discovery of a material error in any of the
information provided to Owner or any Depositor pursuant to this Section 4 (including an
omission to include therein information required to be provided pursuant to such
paragraph), the Servicer shall provide corrected information to the Owner and such
Depositor in the same format in which such information was previously provided to the
Owner or such Depositor by the Servicer.






	5.	 	Servicer Compliance Statement.
	 
	 	 	On or before March 15th of each calendar year, commencing in 2012, the Servicer will (and
will cause each Subservicer hired by the Servicer to) deliver to Owner a statement of
compliance pursuant to Item 1123 of Regulation AB addressed to the Owner and signed by an
Authorized Officer of the Servicer (or such Subservicer, as applicable), to the effect that
(i) a review of the Servicer’s (or such Subservicer’s, as applicable) activities during the
immediately preceding calendar year (or applicable portion thereof) and of its performance
under the Agreement and any applicable Reconstitution Agreement during such period has been
made under such officer’s supervision, and (ii) to the best of such officer’s knowledge,
based on such review, the Servicer (or such Subservicer, as applicable) has fulfilled all of
its obligations under the Agreement and any applicable Reconstitution Agreement in all
material respects throughout such calendar year (or applicable portion thereof) or, if there
has been a failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the status thereof.
	 
	6.	 	Assessment of Compliance and Attestation.






	 	(a)	 	On or before March 15th, of each calendar year, commencing in 2012, the
Servicer shall:






	 	1.	 	Deliver to the Owner a report (in form and substance reasonably
satisfactory to Owner) regarding the Servicer’s assessment of compliance with
the Servicing Criteria during the immediately preceding calendar year, as
required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB (a “Compliance Assessment”). Such Compliance Assessment
shall be addressed to Owner and signed by an




Page 9 of 15









Table of Contents





	 	 	 	Authorized Officer of the Servicer and shall address each of the Servicing
Criteria indicated on Exhibit 2 as being applicable to Servicer;
	 
	 	2.	 	Deliver to Owner a report of a registered public accounting
firm reasonably acceptable to Owner that attests to, and reports on, the
assessment of compliance made by the Servicer and delivered to the Owner
pursuant to the preceding paragraph (an “Attestation Report”). Such
Attestation Report shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act;
	 
	 	3.	 	Cause each Subservicer and Vendor determined by the Servicer to
be “participating in the servicing function” within the meaning of
Instruction 2 to Item 1122 of Regulation AB, to deliver to Owner a Compliance
Assessment and an Attestation Report as and when provided in subparagraphs 1.
and 2. of this Section 6(a); and
	 
	 	4.	 	Deliver to Owner and any other Person that will be responsible
for signing the Sarbanes Certification on behalf of an asset-backed issuer with
respect to a Securitization a certification from each Transaction Servicer in
the form attached hereto as Exhibit 1 (a “Sarbanes Support
Certification”).




The Servicer acknowledges that the parties identified in subparagraph 4. of this Section 6(a) may
rely on the Sarbanes Support Certification in signing a Sarbanes Certification and filing such
Sarbanes Certification with the Commission.





	 	(b)	 	Each Compliance Assessment provided by a Subservicer shall address each of the
Servicing Criteria on Exhibit 2 that are applicable to such Subservicer. A Compliance
Assessment provided by a Vendor need not address any elements of the Servicing Criteria
other than those specified by the Servicer pursuant to Section 7.






	7.	 	Use of Subservicers and Vendors.






	 	(a)	 	(i) Servicer shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of Servicer as servicer under the
Agreement or any Reconstitution Agreement unless Servicer complies with the provisions
of Section 7(b); and (ii) Servicer shall not hire or otherwise utilize the services of
any Vendor, and shall not permit any Subservicer to hire or otherwise utilize the
services of any Vendor, to fulfill any of the obligations of Servicer as servicer under
the Agreement or any Reconstitution Agreement unless Servicer complies with the
provisions of Section 7(c).
	 
	 	(b)	 	Unless otherwise set forth in the Agreement to the contrary, it shall not be
necessary for Servicer to seek the consent of the Owner or any Depositor to use





Page 10 of 15












Table of Contents





	 	 	 	any Subservicer. Servicer shall cause any Subservicer used by Servicer (or by any
Subservicer) for the benefit of the applicable Owner and any Depositor to comply
with the provisions of this Section and with Sections 3, 4, 5, 6 and 8 to the same
extent as if such Subservicer were Servicer, and to provide such information
reasonably requested to comply with Regulation AB. Servicer shall be responsible
for obtaining from each Subservicer and delivering to the Owner and any Depositor
any Compliance Statement, Compliance Assessment and Attestation Report required to
be delivered by such Subservicer and any Sarbanes Support Certification required to
be delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 6 as and when required to be delivered.
	 
	 	(c)	 	Unless otherwise set forth in the Agreement to the contrary , it shall not be
necessary for Servicer to seek the consent of the Owner or any Depositor to use any
Vendor. Sevicer shall promptly upon request provide to Owner and any Depositor, a
written description (in form and substance satisfactory to Owner or such Depositor) of
the role and function of each Vendor, if any, utilized by the Servicer, specifying (i)
the identity of each such Vendor, (ii) which (if any) of such Vendors are
“participating in the servicing function” within the meaning of Item 1122 of Regulation
AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments
of compliance provided by each Vendor identified pursuant to clause (ii) of this
paragraph.
	 
	 	(d)	 	The Servicer shall cause any Vendor meeting the requirements of clause (ii) of
the foregoing paragraph, and used by the Servicer for the benefit of Owner to comply
with the provisions of Sections 6(a)(1), 6(a)(2) and 8 of this Addendum to the same
extent as if such Vendor were the Servicer. The Servicer shall be responsible for
obtaining from each Vendor and delivering to Owner any Compliance Assessment and
Attestation Report required to be delivered by such Vendor, in each case as and when
required to be delivered by the Servicer.






	8.	 	Indemnification: Remedies.






	 	(a)	 	The Servicer shall indemnify the Owner, each affiliate of the Owner and each of
the following parties participating in a Securitization: each sponsor, each depositor
and each issuing entity; each Person responsible for the preparation, execution or
filing of any report required to be filed with the Commission with respect to such
Securitization, or for execution of a Sarbanes Certification with respect to such
Securitization; each broker dealer acting as an underwriter, placement agent or initial
purchaser; each Person who controls any of such parties (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act); and the respective
present, former and future directors, officers, employees and agents of each of the
foregoing (each, an “Indemnified Party”),





Page 11 of 15 









Table of Contents





	 	 	 	and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain arising out of
or based upon:






	 	1.	 	(A) any untrue statement of a material fact contained or
alleged to be contained in any information, report, certification, accountants’
letter or other material provided under Sections 3, 4, 5, 6 and 7 by or on
behalf of the Servicer, by or on behalf of any Subservicer or Vendor hired by
the Servicer (collectively, the “Servicer Information”), or (B) the
omission or alleged omission to state in the Servicer Information a material
fact required to be stated in the Servicer Information or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, by way of clarification, that clause (B)
of this paragraph shall be construed solely by reference to the Servicer
Information and not to any other information communicated in connection with a
sale or purchase of securities, without regard to whether the Servicer
Information or any portion thereof is presented together with or separately
from such other information;
	 
	 	2.	 	any failure by the Servicer, any Subservicer or any Vendor
hired by the Servicer to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Addendum
including any failure by the Servicer to identify pursuant to Section 7 any
Vendor “participating in the servicing function” within the meaning of Item
1122 of Regulation AB; or
	 
	 	3.	 	any breach by the Servicer of any representation or warranty
set forth in Section 3(a) of this Addendum or in a writing furnished pursuant
to Section 3(b) and made as of a date prior to the closing date of the related
Securitization, to the extent that such breach is not cured by such closing
date, or any breach by Servicer of a representation or warranty in a writing
furnished pursuant to Section 3(b) to the extent made as of a date subsequent
to such closing date.






	 	 	If the indemnification provided for in this Section 8 is unavailable to hold harmless an
Indemnified Party as a result of a court of law holding such indemnification void on the
basis of public policy, then Servicer agrees that it shall contribute to the amount paid by
such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect the relative fault of
such Indemnified Party on the one hand and Servicer on the other.
	 
	 	 	In the case of any failure of performance described in clause (a)2. of this Section 8, the
Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each










Page 12 of 15 









Table of Contents





	 	 	Person responsible for the preparation, execution or filing of any report required to be
filed with the Commission with respect to such Securitization, or for execution of a
Sarbanes Certification with respect to such Securitization, for all costs reasonably
incurred by Owner in order to obtain the information, report, certification, accountants’
letter or other material not delivered as required by the Servicer, any Subservicer or any
Vendor hired by the Servicer.
	 
	 	 	This indemnification shall survive the termination of this Agreement or the termination of
any party to this Agreement.






	 	(b)	 	(i) Any breach by Servicer of a representation or warranty set forth in Section
3(a) or in a writing furnished pursuant to Section 3(b) and made as of a date prior to
the closing date of the related Securitization, to the extent that such breach is not
cured by such closing date, or any breach by Servicer of a representation or warranty
in a writing furnished pursuant to Section 3(b) to the extent made as of a date
subsequent to such closing date, shall, except as provided in Section 8(b)(ii),
immediately and automatically, without notice or grace period, constitute an Event of
Default with respect to Servicer under this Agreement and any applicable Reconstitution
Agreement, and shall entitle the Owner, in its sole discretion to terminate the rights
and obligations of Servicer as servicer under the Agreement and/or any applicable
Reconstitution Agreement without payment of any compensation to Servicer (except for
compensation, payments and reimbursements provided for in the Agreement that have
accrued prior to such termination, notwithstanding anything in this Addendum to the
contrary); provided that to the extent that any provision of the Agreement and/or any
applicable Reconstitution Agreement expressly provides for the survival of certain
rights or obligations following termination of Servicer as servicer, such provision
shall be given effect.






(ii) Any failure by Servicer, any Subservicer or any Vendor to deliver any
information, report, certification or accountants’ letter when and as required under
Sections 4, 5 or 6, including (except as provided in the following paragraph) any
failure by Servicer to identify pursuant to Section 7(c) any Vendor “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB, which
continues unremedied for five (5) calendar days after the date on which such
information, report, certification or accountants’ letter was required to be
delivered shall constitute an Event of Default with respect to Servicer under the
Agreement and/or any applicable Reconstitution Agreement, and shall entitle the
Owner, in its sole discretion to terminate the rights and obligations of Servicer as
servicer under the Agreement and/or any applicable Reconstitution Agreement without
payment of any compensation to Servicer (except for compensation, payments and
reimbursements provided for in the Agreement that have accrued prior to such
termination, notwithstanding anything in this Agreement to the contrary); provided
that to the extent that any provision of the Agreement and/or



Page 13 of 15 









Table of Contents






any applicable Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of Servicer, such provision
shall be given effect.


The Owner shall not be entitled to terminate the rights and obligations of Servicer pursuant to
this Section 8(b)(ii) if a failure of Servicer to identify a Vendor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or
functions of such Vendor with respect to mortgage loans other than the Mortgage Loans.





	 	(c)	 	The Servicer shall promptly reimburse Owner for all reasonable expenses
incurred by Owner as such are incurred, in connection with the termination of the
Servicer and the transfer of servicing of the mortgage loans to a successor Servicer.
The provisions of this paragraph do not limit whatever rights Owner may have under
other provisions of this Addendum, the Agreement or any applicable Reconstitution
Agreement, whether in equity or at law, such as an action for damages, specific
performance or injunctive relief.




IN WITNESS WHEREOF, fully authorized officers of each of the parties have executed this Agreement
on the date first written above.





	 	 	 	 	 	 	 

	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as Owner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 







Page 14 of 15 









Table of Contents






	 	 	 	 	 	 	 

	 	 	NATIONSTAR MORTGAGE LLC, as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 







Page 15 of 15 









Table of Contents






EXHIBIT 1

FORM OF ANNUAL CERTIFICATION





     Re: The [  ] agreement dated as of [  ], 200[  ] (the “Agreement”), among
[IDENTIFY PARTIES]



     I,
           ,
the             of [NAME OF COMPANY] (the “Company”), certify to [the Owner] and their
officers, with the knowledge and intent that they will rely upon this certification, that:



     1. I have reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of
the Company’s compliance with the Servicing Criteria set forth in Item 1122(d) of Regulation AB
(the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of
Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s
attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports,
officer’s certificates and other information relating to the servicing of the mortgage loans by the
Company during 200[ ] that were delivered by the Company to the Owner pursuant to the Agreement
(collectively, the “Company Servicing Information”);



     2. Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in the light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Company Servicing Information;



     3. Based on my knowledge, all of the Company Servicing Information required to be provided by
the Company under the Agreement has been provided to the Owner.



     4. I am responsible for reviewing the activities performed by the Company as Owner under the
Agreement, and based on my knowledge and the compliance review conducted in preparing the
Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment
or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all
material respects; and



     5. The Compliance Statement required to be delivered by the Company pursuant to the Agreement,
and the Servicing Assessment and Attestation Report required to be provided by the Company and by
any Vendor pursuant to the Agreement, have been provided to the Owner. Any material instances of
noncompliance described in such reports have been disclosed to the Owner. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.




	 	 	 	 	 	 	 

	 

	 	By:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 







Page 1 of 1









Table of Contents






Exhibit 2



This exhibit includes all of the Servicing Criteria. For each servicing criteria, the Asserting
Party has indicated whether the servicing criteria is performed by Nationstar as the Asserting
Party (column A), Vendor(s) for which Nationstar is the Asserting Party (column B), a
Subservicer(s) or Vendor(s) retained by Nationstar for which Nationstar is NOT the Asserting Party
(column C), or is not performed by Nationstar or by Subservicer(s) or Vendor(s) retained by
Nationstar (column D).




	 	 	 	 	 	 	 	 	 	 	 
	SERVICING CRITERIA	 	A	 	B	 	C	 	D
	 	 	 	 	 	 	 	 	Performed by	 	 
	 	 	 	 	 	 	 	 	Sub-servicer(s)	 	Not Performed
	 	 	 	 	 	 	Performed by	 	or Vendors	 	by Nationstar or
	 	 	 	 	 	 	Vendor(s) for	 	retained by	 	by Sub-
	 	 	 	 	 	 	which	 	Nationstar for	 	servicer(s) or
	 	 	 	 	 	 	Nationstar is	 	which Nationstar	 	Vendor(s)
	 	 	 	 	Performed by	 	the Asserting	 	is NOT the	 	retained by
	Reference	 	Criteria	 	Nationstar	 	Party	 	Asserting Party	 	Nationstar
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	 	 	 	 	 	 	x
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	 	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	x	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	x	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	 	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	 	 	 	 	 	 	 
	[*]
	 	[*]	 	 	 	 	 	x	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	x	 	 	 	 
	[*]
	 	[*]	 	x	 	x	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	x	 	 	 	 	 	 
	[*]
	 	[*]	 	 	 	 	 	 	 	 








 




			
	*	 	[Confidential Treatment Requested




Page 1 of 2









Table of Contents









	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as [Servicer][Vendor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 












Page 2 of 2









Table of Contents







SCHEDULE A-1




List of Reconstitution Agreements (Private Investor)



See attached.




Page 1 of 1








Table of Contents





Schedule A-1 to Reg AB Addendum

Private Investors                





	 	 	 	 	 	 	 
	INV #	 	Close Date	 	Name	 	Master Servicer
	700
	 	01/01/06
	 	[*]
	 	[*]
	540
	 	01/30/06
	 	[*]
	 	[*]
	293
	 	01/30/06
	 	[*]
	 	[*]
	618
	 	02/01/06
	 	[*]
	 	[*]
	698
	 	04/01/06
	 	[*]
	 	[*]
	544
	 	04/28/06
	 	[*]
	 	[*]
	294
	 	04/28/06
	 	[*]
	 	[*]
	537
	 	04/28/06
	 	[*]
	 	[*]
	481
	 	04/28/06
	 	[*]
	 	[*]
	587
	 	06/28/06
	 	[*]
	 	[*]
	538
	 	06/30/06
	 	[*]
	 	[*]
	592
	 	08/10/06
	 	[*]
	 	[*]
	588
	 	08/31/06
	 	[*]
	 	[*]
	531
	 	09/28/06
	 	[*]
	 	[*]
	695
	 	10/01/06
	 	[*]
	 	[*]
	593
	 	11/29/06
	 	[*]
	 	[*]
	691
	 	02/01/07
	 	[*]
	 	[*]
	594
	 	02/27/07
	 	[*]
	 	[*]
	595
	 	04/24/07
	 	[*]
	 	[*]
	596
	 	7/31/07
	 	[*]
	 	[*]
	597
	 	8/29/2007
	 	[*]
	 	[*]
	598
	 	10/30/2007
	 	[*]
	 	[*]
	690
	 	11/01/07
	 	[*]
	 	[*]
	599
	 	2/28/2008
	 	[*]
	 	[*]








 




			
	*	 	[Confidential Treatment Requested]
















Table of Contents







SCHEDULE
A-2




List
of Reconstitution Agreements (Securitization)



See attached.




Page 1 of 1








Table of Contents





Schedule A-2 to Reg AB Addendum

FHASI/FHAMS Securitizations    




	 	 	 	 	 	 	 	 	 
	INV #	 	Close Date	 	Name	 	Trustee	 	Master Servicer
	673

	 	February 1, 2006
	 	FHAMS 2006-AA1
	 	The Bank of New York Mellon
	 	[*]
	674

	 	February 1, 2006
	 	FHAMS 2006-FA1
	 	The Bank of New York Mellon
	 	[*]
	673

	 	February 1, 2006
	 	FHAMS 2006-AA1
	 	The Bank of New York Mellon
	 	[*]
	674

	 	February 1, 2006
	 	FHAMS 2006-FA1
	 	The Bank of New York Mellon
	 	[*]
	675

	 	March 1, 2006
	 	FHAMS 2006-AA2
	 	The Bank of New York Mellon
	 	[*]
	676

	 	March 1, 2006
	 	FHAMS 2006-FA2
	 	The Bank of New York Mellon
	 	[*]
	678

	 	March 1, 2006
	 	FHASI 2006-1
	 	The Bank of New York Mellon
	 	[*]
	677

	 	March 1, 2006
	 	FHASI 2006-AR1
	 	The Bank of New York Mellon
	 	[*]
	675

	 	March 1, 2006
	 	FHAMS 2006-AA2
	 	The Bank of New York Mellon
	 	[*]
	676

	 	March 1, 2006
	 	FHAMS 2006-FA2
	 	The Bank of New York Mellon
	 	[*]
	678

	 	March 1, 2006
	 	FHASI 2006-1
	 	The Bank of New York Mellon
	 	[*]
	677

	 	March 1, 2006
	 	FHASI 2006-AR1
	 	The Bank of New York Mellon
	 	[*]
	679

	 	May 1, 2006
	 	FHAMS 2006-AA3
	 	The Bank of New York Mellon
	 	[*]
	680

	 	May 1, 2006
	 	FHAMS 2006-FA3
	 	The Bank of New York Mellon
	 	[*]
	679

	 	May 1, 2006
	 	FHAMS 2006-AA3
	 	The Bank of New York Mellon
	 	[*]
	680

	 	May 1, 2006
	 	FHAMS 2006-FA3
	 	The Bank of New York Mellon
	 	[*]
	V01

	 	June 1, 2006
	 	FHAMS 2006-AA4
	 	The Bank of New York Mellon
	 	[*]
	V02

	 	June 1, 2006
	 	FHAMS 2006-FA4
	 	The Bank of New York Mellon
	 	[*]
	V04

	 	June 1, 2006
	 	FHASI 2006-2
	 	The Bank of New York Mellon
	 	[*]
	V03

	 	June 1, 2006
	 	FHASI 2006-AR2
	 	The Bank of New York Mellon
	 	[*]
	V01

	 	June 1, 2006
	 	FHAMS 2006-AA4
	 	The Bank of New York Mellon
	 	[*]
	V02

	 	June 1, 2006
	 	FHAMS 2006-FA4
	 	The Bank of New York Mellon
	 	[*]
	V04

	 	June 1, 2006
	 	FHASI 2006-2
	 	The Bank of New York Mellon
	 	[*]
	V03

	 	June 1, 2006
	 	FHASI 2006-AR2
	 	The Bank of New York Mellon
	 	[*]
	V05

	 	July 1, 2006
	 	FHAMS 2006-AA5
	 	The Bank of New York Mellon
	 	[*]
	V06

	 	July 1, 2006
	 	FHAMS 2006-FA5
	 	The Bank of New York Mellon
	 	[*]
	V05

	 	July 1, 2006
	 	FHAMS 2006-AA5
	 	The Bank of New York Mellon
	 	[*]
	V06

	 	July 1, 2006
	 	FHAMS 2006-FA5
	 	The Bank of New York Mellon
	 	[*]
	v09

	 	September 1, 2006
	 	FHAMS 2006-AA6
	 	The Bank of New York Mellon
	 	[*]
	v07

	 	September 1, 2006
	 	FHAMS 2006-FA6
	 	The Bank of New York Mellon
	 	[*]
	v08

	 	September 1, 2006
	 	FHASI 2006-3
	 	The Bank of New York Mellon
	 	[*]








 




			
	*	 	[Confidential Treatment Requested]



 









Table of Contents






Schedule A-2 to Reg AB Addendum

FHASI/FHAMS Securitizations    




	 	 	 	 	 	 	 	 	 
	INV #	 	Close Date	 	Name	 	Trustee	 	Master Servicer
	v10

	 	September 1, 2006
	 	FHASI 2006-AR3
	 	The Bank of New York Mellon
	 	[*]
	v09

	 	September 1, 2006
	 	FHAMS 2006-AA6
	 	The Bank of New York Mellon
	 	[*]
	v07

	 	September 1, 2006
	 	FHAMS 2006-FA6
	 	The Bank of New York Mellon
	 	[*]
	v08

	 	September 1, 2006
	 	FHASI 2006-3
	 	The Bank of New York Mellon
	 	[*]
	v10

	 	September 1, 2006
	 	FHASI 2006-AR3
	 	The Bank of New York Mellon
	 	[*]
	v11

	 	October 1, 2006
	 	FHAMS 2006-FA7
	 	The Bank of New York Mellon
	 	[*]
	v11

	 	October 1, 2006
	 	FHAMS 2006-FA7
	 	The Bank of New York Mellon
	 	[*]
	v12

	 	November 1, 2006
	 	FHAMS 2006-AA7
	 	The Bank of New York Mellon
	 	[*]
	v12

	 	November 1, 2006
	 	FHAMS 2006-AA7
	 	The Bank of New York Mellon
	 	[*]
	V14

	 	December 1, 2006
	 	FHAMS 2006-AA8
	 	The Bank of New York Mellon
	 	[*]
	V15

	 	December 1, 2006
	 	FHAMS 2006-FA8
	 	The Bank of New York Mellon
	 	[*]
	V13

	 	December 1, 2006
	 	FHASI 2006-4
	 	The Bank of New York Mellon
	 	[*]
	V16

	 	December 1, 2006
	 	FHASI 2006-AR4
	 	The Bank of New York Mellon
	 	[*]
	V14

	 	December 1, 2006
	 	FHAMS 2006-AA8
	 	The Bank of New York Mellon
	 	[*]
	V15

	 	December 1, 2006
	 	FHAMS 2006-FA8
	 	The Bank of New York Mellon
	 	[*]
	V13

	 	December 1, 2006
	 	FHASI 2006-4
	 	The Bank of New York Mellon
	 	[*]
	V16

	 	December 1, 2006
	 	FHASI 2006-AR4
	 	The Bank of New York Mellon
	 	[*]
	v18

	 	February 1, 2007
	 	FHAMS 2007-FA1
	 	The Bank of New York Mellon
	 	[*]
	v17

	 	February 1, 2007
	 	FHASI 2007-1
	 	The Bank of New York Mellon
	 	[*]
	v18

	 	February 1, 2007
	 	FHAMS 2007-FA1
	 	The Bank of New York Mellon
	 	[*]
	v17

	 	February 1, 2007
	 	FHASI 2007-1
	 	The Bank of New York Mellon
	 	[*]
	v20

	 	March 1, 2007
	 	FHAMS 2007-AA1
	 	The Bank of New York Mellon
	 	[*]
	v19

	 	March 1, 2007
	 	FHAMS 2007-FA2
	 	The Bank of New York Mellon
	 	[*]
	v21

	 	March 1, 2007
	 	FHASI 2007-2
	 	The Bank of New York Mellon
	 	[*]
	v22

	 	March 1, 2007
	 	FHASI 2007-AR1
	 	The Bank of New York Mellon
	 	[*]
	v20

	 	March 1, 2007
	 	FHAMS 2007-AA1
	 	The Bank of New York Mellon
	 	[*]
	v19

	 	March 1, 2007
	 	FHAMS 2007-FA2
	 	The Bank of New York Mellon
	 	[*]
	v21

	 	March 1, 2007
	 	FHASI 2007-2
	 	The Bank of New York Mellon
	 	[*]
	v22

	 	March 1, 2007
	 	FHASI 2007-AR1
	 	The Bank of New York Mellon
	 	[*]
	v23

	 	April 1, 2007
	 	FHAMS 2007-FA3
	 	The Bank of New York Mellon
	 	[*]
	v23

	 	April 1, 2007
	 	FHAMS 2007-FA3
	 	The Bank of New York Mellon
	 	[*]
	v24

	 	May 1, 2007
	 	FHASI 2007-3
	 	The Bank of New York Mellon
	 	[*]







 




			
	*	 	[Confidential Treatment Requested]




 









Table of Contents






Schedule A-2 to Reg AB Addendum

FHASI/FHAMS Securitizations    




	 	 	 	 	 	 	 	 	 
	INV #	 	Close Date	 	Name	 	Trustee	 	Master Servicer
	v24

	 	May 1, 2007
	 	FHASI 2007-3
	 	The Bank of New York Mellon
	 	[*]
	v27

	 	June 1, 2007
	 	FHAMS 2007-AA2
	 	The Bank of New York Mellon
	 	[*]
	v28

	 	June 1, 2007
	 	FHAMS 2007-FA4
	 	The Bank of New York Mellon
	 	[*]
	v25

	 	June 1, 2007
	 	FHASI 2007-4
	 	The Bank of New York Mellon
	 	[*]
	v26

	 	June 1, 2007
	 	FHASI 2007-AR2
	 	The Bank of New York Mellon
	 	[*]
	v27

	 	June 1, 2007
	 	FHAMS 2007-AA2
	 	The Bank of New York Mellon
	 	[*]
	v28

	 	June 1, 2007
	 	FHAMS 2007-FA4
	 	The Bank of New York Mellon
	 	[*]
	v25

	 	June 1, 2007
	 	FHASI 2007-4
	 	The Bank of New York Mellon
	 	[*]
	v26

	 	June 1, 2007
	 	FHASI 2007-AR2
	 	The Bank of New York Mellon
	 	[*]
	v29

	 	September 1, 2007
	 	FHAMS 2007-AA3
	 	The Bank of New York Mellon
	 	[*]
	v30

	 	September 1, 2007
	 	FHAMS 2007-FA5
	 	The Bank of New York Mellon
	 	[*]
	v32

	 	September 1, 2007
	 	FHASI 2007-5
	 	The Bank of New York Mellon
	 	[*]
	v33

	 	September 1, 2007
	 	FHASI 2007-6
	 	The Bank of New York Mellon
	 	[*]
	v31

	 	September 1, 2007
	 	FHASI 2007-AR3
	 	The Bank of New York Mellon
	 	[*]
	v29

	 	September 1, 2007
	 	FHAMS 2007-AA3
	 	The Bank of New York Mellon
	 	[*]
	v30

	 	September 1, 2007
	 	FHAMS 2007-FA5
	 	The Bank of New York Mellon
	 	[*]
	v32

	 	September 1, 2007
	 	FHASI 2007-5
	 	The Bank of New York Mellon
	 	[*]
	v33

	 	September 1, 2007
	 	FHASI 2007-6
	 	The Bank of New York Mellon
	 	[*]






 




			
	*	 	[Confidential Treatment Requested]