exv10w3





Exhibit 10.3




CONFIDENTIAL
TREATMENT REQUESTED




SUBSERVICING AGREEMENT




between



Fannie Mae



and



Nationstar Mortgage LLC



Effective as of October 29, 2010













 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Servicing Agreement
	 	 	1	 
	ARTICLE II SERVICING
	 	 	1	 
	Section 2.1 Ownership of Servicing Rights
	 	 	1	 
	Section 2.2 Appointment as Subservicer; Modification of Asset List
	 	 	2	 
	Section 2.3 Cooperation and Coordination with Other Parties
	 	 	2	 
	Section 2.4 Litigation
	 	 	2	 
	Section 2.5 Customer Complaints
	 	 	3	 
	Section 2.6 Bank and Document Custodian Expenses
	 	 	3	 
	Section 2.7 Certification
	 	 	4	 
	Section 2.8 Tax Contracts
	 	 	4	 
	Section 2.9 Flood Contracts
	 	 	4	 
	Section 2.10 Foreclosure Assistance
	 	 	4	 
	Section 2.11 Ownership of Books and Records
	 	 	4	 
	Section 2.12 Document Custodian and Custody Documents
	 	 	4	 
	Section 2.13 Advances
	 	 	5	 
	Section 2.14 Loan Performance Advisor
	 	 	8	 
	Section 2.15 Power of Attorney
	 	 	8	 
	ARTICLE III COMPENSATION; AMOUNTS DUE SUBSERVICER AND FANNIE MAE
	 	 	8	 
	Section 3.1 Subservicing Fees
	 	 	8	 
	Section 3.2 Other Payments to Subservicer
	 	 	9	 
	Section 3.3 Payments
	 	 	9	 
	ARTICLE IV TRANSITIONAL RESPONSIBILITIES OF SUBSERVICER
	 	 	10	 
	Section 4.1 Possession of Servicing Files and Records
	 	 	10	 
	Section 4.2 Custodial Accounts
	 	 	10	 
	Section 4.3 Subservicer’s Review of Certain Items
	 	 	10	 
	Section 4.4 Mortgagor Notices
	 	 	12	 
	Section 4.5 Third-Party Notices
	 	 	12	 
	Section 4.6 Assignments
	 	 	12	 
	Section 4.7 MERS
	 	 	13	 
	Section 4.8 Forced Place Insurance
	 	 	13	 
	Section 4.9 Transfer-Related Costs and Expenses
	 	 	13	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	14	 
	Section 5.1 Representations and Warranties of Subservicer
	 	 	14	 
	ARTICLE VI COVENANTS
	 	 	16	 
	Section 6.1 Subservicer’s General Covenants
	 	 	16	 
	Section 6.2 Location of Subservicing
	 	 	17	 
	Section 6.3 Pilot Programs
	 	 	17	 
	ARTICLE VII CONFIDENTIALITY AND PROTECTION OF RECORDS
	 	 	18	 
	Section 7.1 Confidential Information
	 	 	18	 
	Section 7.2 Risk Review Process; Information Security
	 	 	19	 
	Section 7.3 Privacy
	 	 	20	 
	Section 7.4 Duties and Responsibilities in the Case of a Breach
	 	 	21	 
	ARTICLE VIII AUDITS AND RECORDS
	 	 	22	 
	Section 8.1 Audit Rights
	 	 	22	 
	Section 8.2 Audit Follow-up
	 	 	23	 
	Section 8.3 Records
	 	 	23	 
	Section 8.4 Subservicer Audits
	 	 	23	 
	Section 8.5 Reports Concerning Governmental Reviews
	 	 	24	 
	Section 8.6 Further Agreements
	 	 	24	 






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	 	 	Page	 
	ARTICLE IX DEFAULT AND INDEMNIFICATION
	 	 	24	 
	Section 9.1 Event of Default
	 	 	24	 
	Section 9.2 Indemnification
	 	 	25	 
	ARTICLE X TERM AND TERMINATION
	 	 	28	 
	Section 10.1 Term of the Agreement
	 	 	28	 
	Section 10.2 Termination For Convenience
	 	 	28	 
	Section 10.3 Termination For Default
	 	 	28	 
	Section 10.4 Termination For Regulatory Event
	 	 	28	 
	Section 10.5 Termination For Other Circumstances
	 	 	28	 
	Section 10.6 Other Termination Provisions
	 	 	29	 
	Section 10.7 Duties Upon Termination; Transfer of Books, Records and Accounts
	 	 	29	 
	Section 10.8 Extension of Expiration or Termination Date
	 	 	29	 
	ARTICLE XI MISCELLANEOUS PROVISIONS
	 	 	30	 
	Section 11.1 Supplementary Information
	 	 	30	 
	Section 11.2 Further Acts
	 	 	30	 
	Section 11.3 Survival
	 	 	30	 
	Section 11.4 Assignment
	 	 	30	 
	Section 11.5 Subcontracting
	 	 	30	 
	Section 11.6 Notices
	 	 	31	 
	Section 11.7 Entire Agreement
	 	 	32	 
	Section 11.8 Binding Effect; Third Parties
	 	 	32	 
	Section 11.9 Applicable Laws
	 	 	32	 
	Section 11.10 Counterparts
	 	 	32	 
	Section 11.11 Time of Essence
	 	 	32	 
	Section 11.12 No Remedy Exclusive
	 	 	32	 
	Section 11.13 Construction
	 	 	32	 
	Section 11.14 Attorneys’ Fees and Expenses
	 	 	32	 
	Section 11.15 Waiver
	 	 	33	 
	Section 11.16 Relationship of Parties
	 	 	33	 
	Section 11.17 Interpretive Principles
	 	 	33	 






	 	 	 

	Exhibit A

	 	Definitions
	Exhibit B

	 	Form of Subservicing Appendix
	Exhibit C

	 	Reports
	Exhibit C-1

	 	Data Dictionary
	Exhibit D

	 	Termination Fees
	Exhibit E

	 	Maximum Ancillary Fees











ii









 








SUBSERVICING AGREEMENT




     This SUBSERVICING AGREEMENT, effective as of the 29th day of October, 2010 (this “Agreement”),
is hereby mutually agreed upon and entered into by and between Fannie Mae, a corporation organized
and existing under the laws of the United States (“Fannie Mae”), and Nationstar Mortgage LLC, a
Delaware limited liability company (“Subservicer”).



WITNESSETH:




     WHEREAS, Fannie Mae owns the Assets and is the Primary Servicer thereof;



     WHEREAS, prior to the Transfer Date, the Assets have been serviced by one or more third-party
servicers (collectively or individually, as the context may require, “Prior Servicer(s)”); and



     WHEREAS, Fannie Mae desires to retain Subservicer to subservice the Assets on behalf of Fannie
Mae from and after the Transfer Date, and Subservicer desires to assume such servicing
responsibilities.



     NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions set forth herein, the Parties hereto
agree as follows:



ARTICLE I

DEFINITIONS




          Section 1.1 Definitions.



     Capitalized terms used in this Agreement shall have the meanings specified in Exhibit
A hereto. Capitalized terms not otherwise defined herein shall have the meanings specified in
the Servicing Agreement.



          Section 1.2 Servicing Agreement.



     Subject to Section 2.1, Subservicer shall be deemed to be acting as, and shall have all the
obligations of, a Servicer of the Assets under the Servicing Agreement, except as such obligations
are further defined, modified or limited by the terms of this Agreement.



ARTICLE II

SERVICING




          Section 2.1 Ownership of Servicing Rights.



     Subservicer expressly acknowledges and agrees that Subservicer does not and shall not have any
property interest in the Servicing Rights or the Assets, and shall not assert any such rights
thereafter.



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          Section 2.2 Appointment as Subservicer; Modification of Asset List.



     (a) Fannie Mae hereby appoints Subservicer, and Subservicer hereby accepts such appointment,
to perform all of the functions, responsibilities, activities, and tasks of a Servicer to service
and administer the Assets for the benefit of Fannie Mae from and after the Transfer Date, in
accordance with and subject to the terms of this Agreement and Applicable Requirements and any
reasonable written directions from Fannie Mae pursuant to this Agreement. Subservicer shall
perform its functions, responsibilities, activities, and tasks hereunder in its name, and not on a
“private label” basis. Subservicer shall also implement and service designated Assets in accordance
with the High Touch Servicing Protocols as defined in the SRA, unless otherwise directed by Fannie
Mae in writing,



     (b) The Assets serviced and administered under this Agreement shall be set forth from time to
time in one or more Subservicing Appendices execution by Subservicer and Fannie Mae prior to the
Transfer Date, similar in form and substance to Exhibit B, Subservicing Appendix.
In addition to the submission of all required reports to Fannie Mae in accordance with Applicable
Requirements, and any other reports as required under this Agreement, Subservicer shall provide
Fannie Mae and/or any service providers designated by Fannie Mae with the reports listed on
Exhibit C. In addition, Subservicer shall prepare such additional reports reasonably
requested by Fannie Mae in such form as may be mutually agreed to between the Parties.



          Section 2.3 Cooperation and Coordination with Other Parties.






     Subservicer shall provide Fannie Mae and its designated service providers with online access
to view activity on Subservicer’s servicing system relating to the Assets and Servicing Rights.
Subservicer will provide a reasonable number of Fannie Mae employees and contractors with such
access, at no cost to Fannie Mae. Subservicer will cooperate and coordinate with Fannie Mae and
any service providers selected by Fannie Mae and as reasonably required for Fannie Mae or any such
service provider to perform services for which it is responsible.



          Section 2.4 Litigation.



     Except as otherwise provided in this Agreement, including as set forth in Section 9.2(c),
Subservicer will be responsible for management and administration of all loan-level Actions
relating to the Assets, including any litigation costs and expenses related thereto, as set forth
in the Servicing Agreement, and Subservicer shall be entitled to be reimbursed for any such costs
and expenses as provided in the Servicing Agreement. Notwithstanding the foregoing:



     (a) Subservicer shall consult with Fannie Mae regarding any Action in which Fannie Mae is
named, including with respect to selection of counsel and strategies with respect to such Action,
and shall not select any counsel or pursue any strategy objected to by Fannie Mae;



     (b) Subservicer shall not, without the prior written consent of Fannie Mae, settle or
compromise any material claims specifically naming Fannie Mae arising out of or relating to any
such Action;



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     (c) Fannie Mae may elect, by written notice to Subservicer, to assume control of any Action
against Fannie Mae, provided that Fannie Mae shall be responsible for the costs and expenses
thereof after such assumption, subject to Fannie Mae’s rights to indemnification as provide in this
Agreement, the Servicing Agreement or any other agreement between the Parties; and



     (d) Subservicer shall cooperate in obtaining or making available information or documents
respecting the Assets involved in any Action, as may be reasonably requested or required by Fannie
Mae or its counsel.



          Section 2.5 Customer Complaints.



     (a) Subservicer will maintain an internal procedure to provide for the management of written
complaints received by Subservicer directed to its legal department and/or Office of the President
(or such other departments or offices of Subservicer that are designated to fill the roles thereof
with respect to such complaints), as applicable. Subservicer will track written complaints with
respect to the Mortgage Loans.



     (b) Subservicer shall provide Fannie Mae with written notice, within fifteen (15) Business
Days of receipt, of any written complaint with respect to the Mortgage Loans, which could
reasonably be expected to have a material adverse effect on Fannie Mae’s reputation or financial
condition, assuming the allegations in such complaint were true. Subservicer will provide Fannie
Mae, at Fannie Mae’s request, with a report of such written complaints by type. On a monthly
basis, Subservicer will provide Fannie Mae with a record of all material written complaints,
including a summary of the issue and resolution, together with the date received and resolved.
Subservicer will provide Fannie Mae, at Fannie Mae’s reasonable request, with copies of such
written complaints by or on behalf of Borrowers involving the Mortgage Loans, and final written
responses to such written complaints, in a mutually agreed upon format.



     (c) Subservicer’s handling of complaints will be in compliance with Applicable Requirements.



          Section 2.6 Bank and Document Custodian Expenses.



     Subservicer shall be responsible for all bank charges, costs and expenses associated with the
maintenance of the Custodial Accounts and Escrow Accounts during the term of this Agreement.
Fannie Mae shall be responsible for all Document Custodian fees and service charges associated with
the Mortgage Loans during the term of this Agreement as provided in Section 2.13. Fannie Mae shall
cause the Document Custodian to deliver applicable invoices or bills for Document Custodian fees
and service charges to Subservicer. Subservicer shall review such invoices or bills for accuracy,
and initially pay the fees and charges when due, subject to reimbursement upon delivery of an
invoice, as provided in Section 3.3.




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          Section 2.7 Certification.




     As directed by Fannie Mae, Subservicer shall cause the completion of “certification” and
“recertification” of the Custody Documents pertaining to the Mortgage Loans in accordance with
Applicable Requirements. Any costs and expenses incurred by Subservicer pursuant to this Section
2.8 shall be reimbursable to Subservicer upon delivery of an invoice, as provided in Section 3.3.



          Section 2.8 Tax Contracts.




     Subservicer shall arrange for all transferable tax monitoring contracts to be transferred from
Prior Servicer to Subservicer. To the extent that fully paid and transferable, life of loan, tax
contracts are not transferred to Subservicer for all Assets as of the Transfer Date, Subservicer
shall, upon prior approval from Fannie Mae with regard to such expense and vendor, obtain and
maintain such contracts at Fannie Mae’s expense for each Asset.



          Section 2.9 Flood Contracts.




     Subservicer shall arrange for all transferable flood monitoring contracts to be transferred
from Prior Servicer to Subservicer. To the extent fully paid and transferable, life of loan, flood
contracts are not transferred to Subservicer for all Assets as of the Transfer Date, Subservicer
shall, upon prior approval from Fannie Mae with regard to such expense and vendor, obtain and
maintain such contracts at Fannie Mae’s expense for each Asset.



          Section 2.10 Foreclosure Assistance.




     Subservicer shall cooperate with Fannie Mae during and after the term of this Agreement to
minimize disruption of Foreclosures in process as a result of the transfer of the Servicing Rights
and/or servicing responsibilities to Fannie Mae. Subservicer shall initiate Foreclosures in
accordance with the Guide and in the name of Subservicer or its designee, and substitute
Subservicer or its designee as the plaintiff in any Foreclosure to the extent not initiated in its
name, unless otherwise directed by Fannie Mae in its sole discretion.



          Section 2.11 Ownership of Books and Records.




     Subject to Applicable Requirements, all books, records, documents, files, and other
information and data in Subservicer’s possession pertaining to the Assets and Servicing Rights,
including all documents, records and reports relating to any mortgage-backed security in which
the Mortgage Loans are contained, are and shall at all times remain the property of Fannie Mae.



          Section 2.12 Document Custodian and Custody Documents.




     (a) Fannie Mae will cause the Document Custodian to recognize Subservicer as servicer of
the Assets, request that the Document Custodian provide Subservicer with copies of all exception
reports upon request, and deliver promptly all documents to Subservicer as are reasonably required
by Subservicer to service the Assets. If any such documents are not available and are required to
accurately service an Asset, Subservicer shall promptly notify Fannie Mae.



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     (b) Subservicer shall be responsible for all duties and obligations of Servicer in
connection with the Document Custodian and Custody Documents, other than the obligation of Fannie
Mae to pay fees and service charges of the Document Custodian, as provided in Section 2.7.
Subservicer shall comply with Applicable Requirements and follow all required procedures of
Document Custodian generally applicable to Servicers in requesting Custody Documents and otherwise
with respect to Custody Documents.



     (c) Subservicer shall send requests for Custody Documents directly to the Document
Custodian. Subservicer shall hold and maintain Custody Documents in its possession using the same
care and diligence it would give such documents related to mortgage loans it owns for its own
accounts, in trust for Fannie Mae and subject to Section 2.12.



     (d) Subservicer shall provide the Document Custodian with copies or originals of any
confirmations, agreements, assignments, documents, opinions, instructions, and information relating
to this Agreement or to the transactions and responsibilities contemplated hereby, as required by
Applicable Requirements or as Fannie Mae or Document Custodian may from time to time reasonably
request.



     (e) Subservicer shall monitor the performance of the Document Custodian with respect to
timely delivery of Mortgage Files and other key performance indicators as Fannie Mae may specify,
and promptly notify Fannie Mae upon discovery, or upon receipt of notice, of Document Custodian’s
failure to comply with the Guide or any performance requirements generally applicable to document
custodians.



     (f) If Fannie Mae decides to change the Document Custodian with respect to any Mortgage
Loan, Subservicer shall reasonably cooperate with Fannie Mae and use its best efforts to comply
with Fannie Mae’s instructions in connection therewith.



          Section 2.13 Advances




     Except as provided in subsections (a)-(g) of this Section 2.13, the obligations of
Subservicer pursuant to this Agreement shall include the obligation to make Advances on each
Mortgage Loan in the normal course of servicing and in accordance with the Servicing Agreement.
Subservicer shall be entitled to reimbursement of such Advances and,
notwithstanding anything to the contrary herein, pursue such reimbursements in accordance with
the Servicing Agreement.



     (a) Principal and Interest. Notwithstanding any requirements of the Servicing
Agreement to the contrary with respect to Advance requirements for “Scheduled/Actual” and
“Scheduled/Scheduled” remittances of principal and interest, Subservicer (i) shall not be obligated
to remit to Fannie Mae any amounts representing “scheduled” principal or interest payments that
have not been collected by Subservicer, and (ii) shall be obligated to remit Standard Remittances
at least two (2) Business Days prior to the applicable Draft Date by wire transfer to a separate
Fannie Mae trust account, designated from time to time by Fannie Mae. Fannie Mae and Subservicer
agree to negotiate in good faith and within 10 days of execution of this Agreement determine and
document ongoing responsibility for the payment of amounts of interest required to be paid to
Investor pursuant the Applicable Requirements due to shortfalls in



5









 




interest collected as a result
of prepayments in full and partial prepayments/curtailments of Mortgage Loans.




     In addition to any required reporting obligations in the Servicing Agreement applicable to
remittance of principal and interest, Subservicer shall deliver to Fannie Mae or its designee
reports or loan level listings, in a format acceptable to Fannie Mae, containing the data and
within the time periods identified in Exhibit C-1 (“Data Dictionary”) to this Agreement (as
such Exhibit may be modified by Fannie Mae in writing from time to time with notice to
Subservicer).



     (b) Escrow/Corporate/Other. Not later than the fifth (5th) Business Day of each
calendar month, Subservicer shall deliver to Fannie Mae or its designee reports or loan level
listings of Eligible Corporate Advances, Eligible Escrow Advances, Guaranty Fee Advances, Excess
Yield Advances, and LPMI Advances, in a format acceptable to Fannie Mae, containing (i) the data
identified in Exhibit C-1 to this Agreement (as such Exhibit may be modified by Fannie Mae
in writing from time to time with notice to Subservicer) and (ii) the applicable information and
codes required by Fannie Mae Form 571 (Cash Disbursement Request). Upon receipt of such data and
other information, Fannie Mae and/or its designee will reconcile the same within five (5) Business
Days. If following any such reconciliation Fannie Mae determines that an amount is due and owing
by Fannie Mae to Subservicer, within one (1) Business Day such amount shall be reimbursed to
Subservicer by Fannie Mae, but in no event later than one (1) Business Day prior to the
18th day of the month. If, following any such reconciliation, or at any time, Fannie Mae
determines that an amount is due and owing by Subservicer to Fannie Mae, such amount shall be
reimbursed to Fannie Mae by Subservicer not later than three (3) Business Days after notification.
Subservicer shall deposit such amounts into an “Advance Recovery” or such other account as Fannie
Mae may establish and designate from time to time. For any amounts which cannot be reconciled,
Fannie Mae will reimburse Subservicer in the next reporting cycle following receipt from
Subservicer of data or information necessary to reconcile such amounts.


Subservicer shall also deliver to Fannie Mae or its designee the following information within ten
(10) days of the date of any reimbursement by Fannie Mae pursuant to this subsection, (i)
electronic and hard copies of T&I Custodial Account Analysis (Form 496a) as provided in the Guide,
and (ii) a report from the entity providing tax monitoring services with penalty and interest
information applicable to the Mortgage Loans. Subservicer shall also provide
reconciliations and supporting documentation (including sample invoices upon request) of general
ledger receivables applicable to Eligible Corporate Advances within forty five (45) days of the end
of each calendar quarter.




     (c) Reimbursement. If Subservicer collects or receives funds attributable to
Advances for which Subservicer has been reimbursed by Fannie Mae, Subservicer shall within two (2)
Business Days of receipt of such funds deposit all such amounts into an “Advance Recovery” or such
other account as Fannie Mae may establish and designate from time to time. Not later than two (2)
Business Days of the deposit of such funds, Subservicer shall generate and deliver to Fannie Mae or
its designee a record or report, in a format acceptable to Fannie Mae, (the “Recoveries File”)
itemizing all such amounts deposited into this “Advance Recovery” account including the applicable
information and codes required by Fannie Mae Form 571 (the “Cash Disbursement Request”).
Subservicer shall not have any right of offset or netting



6









 




regarding such amounts. Claim payments
will be remitted via ACH to the Fannie Mae “Advance Recovery” account.




     (d) Additional Information. Notwithstanding the requirements for reimbursement of
Advances made by Subservicer as provided above, if Fannie Mae or its designee subsequently requires
electronic data, or other information or documentation not previously provided by Subservicer,
including invoices, to establish that Advances made by Subservicer are eligible for collection
pursuant to Applicable Requirements or to obtain reimbursement of such Advances from a third party,
Subservicer shall provide such materials within ten (10) Business Days of Fannie Mae’s request, and
Subservicer shall reimburse Fannie Mae for any such Advances made by Subservicer that Fannie Mae or
its designee is unable to collect due to a failure of Subservicer to provide such data, information
or documentation.



     (e) Prior Servicer. Notwithstanding the Applicable Requirements or any provision
of this Agreement to the contrary, Subservicer shall have no responsibility to advance any amounts
that were advanced by Prior Servicer as of the Transfer Date in connection with an Asset and in
accordance with Applicable Requirements, including, without limitation, principal, interest, taxes,
ground rents, assessments, insurance premiums and other costs, fees and expenses. Fannie Mae shall
be responsible for making any such advances based upon a detailed report in a form reasonably
acceptable to Fannie Mae, and upon request loan boarding information. Subservicer shall be
responsible for reconciliation of all Advances with the Prior Servicer as provided in Section
4.3(c).



     (f) Form 571. Notwithstanding as otherwise provided by Applicable Requirements and
the Fannie Mae Form 571 Reference Guide, Subservicer shall submit to Fannie Mae a Form 571 when a
Mortgage Loan has been liquidated and again, if applicable, upon disposition of an REO Property.
All Form 571 claims must be submitted to Fannie Mae within thirty (30) days of the Mortgage Loan
liquidation and/or REO Property sale date and must use Subservicer’s Fannie Mae seller/servicer
number associated with the applicable Asset. Supplemental Form 571 claims may be filed for a period
of ninety (90) days of the applicable liquidation or disposition date on any claim which has been
rejected or curtailed by Fannie Mae. Notwithstanding the foregoing, in the event there is good
faith dispute with regard to any Form 571 claim, the parties will work together to resolve the
dispute. Subservicer will post Form 571 claim payments to its system as non-cash transactions and
provide the itemized detail in the Data Dictionary. Advances for
which Fannie Mae has reimbursed Subservicer will be re-paid to Fannie Mae by Subservicer
within ninety (90) days of the liquidation or disposition date, as applicable. Advances on
curtailed Form 571 claims for which Fannie Mae has reimbursed Subservicer will be re-paid by
Subservicer to Fannie Mae within ninety (90) days of notice of curtailment, unless otherwise agreed
to by Fannie Mae. Advances on rejected Form 571 claims for which Fannie Mae has reimbursed
Subservicer will be re-paid by Subservicer to Fannie Mae within ninety (90) days of notice of
rejection. The failure by Subservicer to use proper Form 571 codes shall be cause for rejection of
the applicable claim.



     (g) Excess Servicing. Subservicer understands that certain of the Mortgage loans
may constitute SMBS Mortgage Loans as defined herein. Subservicer will deposit as soon as
practicable, but not later than the second Business Day after receipt by the Subservicer, that
portion of each borrower’s monthly payment on the SMBS Mortgage Loans that represents



7









 




Excess Yield
in a custodial account to be established for the benefit of certificateholders in compliance with
the requirements set forth in Fannie Mae Forms 1013 and 1072 or as otherwise directed by Fannie Mae
(the “Excess Yield Custodial Account”). At least one (1) day prior to drafting (a “Fee Drafting
Date”) any Excess Yield from the Excess Yield Custodial Account, Fannie Mae will notify Subservicer
of the monthly aggregate Excess Yield amount (the “Excess Yield Remittance Amount”) which will be
drafted from the Excess Yield Custodial Account, and Subservicer has the obligation to make
advances to ensure that the Excess Yield Custodial Account contains the Excess Yield Remittance
Amount, even if such amounts have not been actually collected by Subservicer. The reported Excess
Yield Remittance Amount will be calculated on a 30/360 basis and will equal 30 days’ interest at
the applicable Excess Yield rate on the scheduled principal balance of each SMBS Mortgage Loan
after giving effect to (i) scheduled principal payments due on such SMBS Mortgage Loan during the
one-month due period ending on the first day of the calendar month immediately preceding the month
in which the Fee Drafting Date occurs and (ii) any unscheduled principal payments collected on such
SMBS Mortgage Loan during or prior to the calendar month second preceding the month in which the
Fee Drafting Date occurs. In addition, if a principal prepayment in full of a SMBS Mortgage Loan
that is received on the first day of a calendar month is treated by Fannie Mae for MBS purposes as
if received on the last day of the preceding month, it will be treated in the same fashion for
purposes of the preceding sentence. As provided in Section 2.13 (b), Subservicer shall be entitled
to reimbursement of all Excess Yield deposits made pursuant to this subsection which have not been
actually collected by Subservicer. In addition, Subservicer agrees to produce such other reports
and perform such functions as may be required to allow Purchaser and Subservicer to service such
SMBS Mortgage Loans in compliance with the documents governing such SMBS Mortgage Loans.




          Section 2.14 Loan Performance Advisor




     Subservicer shall cooperate with Fannie Mae’s loan performance advisor or other third-party
surveillance consultant, if any. As applicable, immediately following the Transfer Date,
Subservicer shall provide such advisor or consultant with the final transfer tape, including all
information necessary to interpret or define the transfer tape data provided, as received from the
Prior Servicer.



          Section 2.15 Power of Attorney




     Fannie Mae may elect to furnish Subservicer with such powers of attorney as are necessary or
appropriate and with such other documents as are necessary or appropriate to enable Subservicer to
carry out its servicing and administrative duties under this Agreement.



ARTICLE III

COMPENSATION; AMOUNTS DUE SUBSERVICER AND FANNIE MAE



          Section 3.1 Subservicing Fees.




     As compensation for its services hereunder, Subservicer shall be paid the fees set forth and
as calculated on the applicable Subservicing Appendix. The Subservicing Fees shall be



8









 




payable to Subservicer in accordance with Section 3.3. Subservicer shall not pledge, assign,
transfer, or encumber its rights to any interest in the Subservicing Fees.




          Section 3.2 Other Payments to Subservicer.




     (a) Subservicer may assess, collect and retain Ancillary Fees that comply with Applicable
Requirements and are otherwise acceptable to Fannie Mae. Attached hereto as Exhibit E is a
list of the maximum amount, if any, Subservicer may assess with respect to any Ancillary Fees.
Fannie Mae, upon written request, will consider in good faith any changes to Exhibit E
proposed by Subservicer.



     (b) In addition to Subservicing Fees set forth on the applicable Subservicing Appendix,
Subservicer will be eligible to receive from Fannie Mae any other incentives paid to servicers for
Mortgage Loan workouts as provided in the Guide for work that is performed by the Subservicer or
its agents. These servicing incentives and the process by which such incentives are paid are
published in the Guide and amended from time to time in Lender Announcements or Lender Letters, but
may be subject to reduction by Fannie Mae following procedures customarily used by Fannie Mae in
connection with its purchase of Servicing Rights from servicers and placement of servicing with
subservicers, to reasonable allocate such amounts to a Prior Servicer based on its activities prior
to the subservicing Transfer Date;



     (c) Subservicer shall be entitled to retain all Float Benefit, subject to Subservicer’s
obligation to pay interest on Escrow Funds to the extent interest with respect thereto is required
to be paid under the Applicable Requirements for the benefit of Borrowers under the Mortgage Loans.



          Section 3.3 Payments.




     (a) Unless otherwise agreed in writing, Fannie Mae shall pay the Subservicing Fees to
Subservicer within thirty five (35) days following receipt of an invoice therefor, accompanied by a
report detailing the calculation of the Subservicing Fees, in a form mutually agreed to by the
Parties, on or before the seventh (7th) Business Day of each month, for the current calendar month
for which such fees are being earned, and Subservicer shall not have any right of offset or netting
regarding such amounts.



     (b) Subservicer may retain or withdraw from the Custodial Accounts or Escrow Accounts, as
applicable, Float Benefit and Ancillary Fees as permitted for a servicer pursuant to Applicable
Requirements, and with respect to the Float Benefit related to the Escrow Account, subject to
Subservicer’s obligation to pay interest on escrowed funds to the extent interest with respect
thereto is required to be paid under the Applicable Requirements for the benefit of Borrowers under
the Mortgage Loans.



     (c) At Fannie Mae’s discretion, either (i) Fannie Mae will withdraw the Servicing Fees
from the Custodian Account via ACH or (ii) Subservicer shall withdraw the Servicing Fees from the
Custodial Account and remit them to Fannie Mae by wire transfer of immediately available funds.
Subservicer shall deliver a report detailing the calculation of the Servicing Fees, on or before
the seventh (7th) Business Day of each month, for the preceding calendar month, and Subservicer
shall not have any right of offset or netting regarding such amounts.



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     (d) Unless otherwise agreed in writing, Fannie Mae shall pay certain expenses and other
amounts advanced by Subservicer which are subject to reimbursement pursuant to this Agreement
within thirty five (35) days following receipt of an invoice therefor, accompanied by a report
detailing the amounts due, in a form mutually agreed to by the Parties, on or before the seventh
(7th) Business Day of each month, for the preceding calendar month, and Subservicer shall not have
any right of offset or netting regarding such amounts.



ARTICLE IV

TRANSITIONAL RESPONSIBILITIES OF SUBSERVICER



          Section 4.1 Possession of Servicing Files and Records.




     In coordination with Fannie Mae, Subservicer shall take possession of all Servicing Files and
loan records for all Assets to enable Subservicer to service the Assets on behalf of Fannie Mae in
compliance with the Servicing Agreement.



          Section 4.2 Custodial Accounts.




     Prior to the Transfer Date, Subservicer shall establish new Custodial Accounts and Escrow
Accounts in accordance with Applicable Requirements and as required by Fannie Mae. Subservicer
shall execute new 1013, 1014 and 1072 forms, reflecting its role as subservicer.
Subservicer shall use its best efforts to obtain from the Prior Servicer all funds that were
held by the Prior Servicer in existing P&I and T&I custodial accounts, as well as all interest due
to the Borrowers on such accounts from the Prior Servicer through the Transfer Date, and deposit
such funds into the appropriate newly established custodial accounts. Subservicer will advise
Fannie Mae if the Prior Servicer does not send the funds from the existing Custodial Accounts and
Escrow Accounts within three (3) Business Days following the Transfer Date. Subservicer shall
reconcile such accounts in accordance with Section 4.3(d) (iii).



          Section 4.3 Subservicer’s Review of Certain Items.




     (a) On or prior to the Transfer Date and at its own cost, Subservicer shall, in accordance
with Subservicer’s policies and procedures as supplemented by direction from Fannie Mae, conduct a
pre-boarding review based on the Pre-Boarding File (a “Pre-Boarding Review”). Also, Fannie Mae
shall cause the Prior Servicer to transfer to Subservicer the Servicing Files and/or servicing
records necessary with respect to each of the Assets.



     (b) Subservicer shall assist Fannie Mae with any specific pre-transfer or post-transfer
due diligence on the Assets including a review and report of information needed by Fannie Mae,
which information may include a review to confirm Subservicer’s receipt of (x) loan data tapes
sufficient to allow Subservicer to service such Mortgage Loans pursuant to the Applicable
Requirements, Escrow Funds and Custodial Funds; (y) the trailing Custody Documents, Mortgages,
Assignments of Mortgage (if applicable), final title policies, and completion of designated
changes in the eNote registry; and (z) all electronic and paper records containing (i) data
customarily required by mortgage servicers that is reasonably available to Subservicer, (ii)
accounting books and records related to the Assets, including invoices to support all Advances,



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and
(iii) workout files, Servicing Files, bankruptcy and foreclosure documentation and collection
notes;




     (c) Within eight (8) Business Days from receipt of the information contained in the
Transfer Instructions necessary to accomplish the following, the Subservicer, by working closely
with the Prior Servicer will reconcile with the Prior Servicer and then will report to Fannie Mae
all items necessary to (i) bring all Custodial Accounts into full compliance with the Guide, (ii)
pay to the Prior Servicer for all recoverable legacy Advances, and (iii) determine the amount
Fannie Mae will fund the Prior Servicer for the remittance due for month following the Transfer
Date. Subservicer shall provide Fannie Mae with a detailed reconciliation of all Advance balances
as of the Transfer Date in a format reasonably acceptable to Fannie Mae.



     (d) Within twenty (20) days from receipt or such earlier time as Fannie Mae may request,
Subservicer shall conduct a review to (i) ensure that a Servicing File exists on every Asset; (ii)
confirm its receipt of all items scheduled to be delivered pursuant to the Transfer Instructions
including but not limited to, all of the hard copies or images of the Custody Documents that were
in Seller’s possession, loan data tapes, Escrow Funds, and Custodial Funds; and (iii) confirm its
receipt of substantially all electronic and paper files containing (A) other data customarily
required by Subservicer, (B) accounting books and records related to the
Mortgage Loans, and (C) workout files, Servicing Files, bankruptcy and other Foreclosure
documentation, and collection notes.



     (e) Except as otherwise specified below or otherwise agreed in writing, within sixty (60)
days of the Transfer Date, Subservicer shall exercise reasonable diligence to:




     (i) Subservicer shall (i) review the Pre-Boarding File and identify any inaccurate,
incomplete, or missing data, information, or documents; (ii) review no less than a one
percent (1.0%) sample of the Servicing Files to ensure that each such Servicing File
contains industry standard information and related documents (i.e., loan histories,
collection notes, origination documents, and the like) and (ii) notify Fannie Mae and Prior
Servicer promptly, in writing, of any information or documents that Subservicer did not
receive or which were inaccurate or incomplete Servicing Files, or missing documents or
data from such Servicing Files or Pre-Boarding Files.




     (ii) Subservicer and Prior Servicer shall discuss the location of the Custody
Documents. Subservicer shall note whether Custody Documents are (i) missing, (ii) present
and an original documents, and (iii) present and copies Custody Documents. If requested,
Subservicer shall provide Fannie Mae with an estimate of cost to obtain, on a project basis,
any missing information or documents. Subject to Fannie Mae’s prior written approval,
Subservicer shall be permitted to hire a third-party vendor at Fannie Mae’s expense to
perform the duties and fulfill the obligations described in this subsection. Fannie Mae
may, in its discretion, authorize or waive the project or any portion thereof, or instruct
Subservicer to obtain the missing required document only when it is deemed necessary to
perform a servicing function. Subservicer will cooperate with Fannie Mae regarding its need
to know about any documentation or information contained in the Servicing Files including
copies of Custody Documents;



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     (iii) as required by Applicable Requirements, perform an escrow analysis on each
Mortgage Loan for which escrow deposits are required and adjust such escrow deposits as
required by such analysis in accordance with Applicable Requirements;




     (iv) receive additional documents and information from the Prior Servicer based on
exceptions reported to Fannie Mae by Subservicer or the Document Custodian. Upon
Subservicer’s receipt of those items, Subservicer shall use its best efforts to validate the
soundness and accuracy of such items and, if necessary, send further instructions to the
Prior Servicer and inform Fannie Mae of such continued exceptions. Subservicer shall report
the resolution of any outstanding exceptions to Fannie Mae. Subservicer shall expeditiously
review, copy, and then send to the Document Custodian, any Custody Documents delivered to it
post transfer that needs to be retained in its original form.



     (f) If and to the extent that Subservicer actually knows or, at any time hereafter,
discovers or determines that any past practices of a Prior Servicer are or were, or result in
Subservicer being, not in compliance with the Applicable Requirements, Subservicer will, as
promptly as practicable under the circumstances, provide written notice to Fannie Mae of such
noncompliance and take appropriate corrective action intended to eliminate or minimize the risk
of such noncompliance. Fannie Mae will reimburse Subservicer for out-of-pocket costs
necessary for such corrective action. Subservicer shall work with the Prior Servicer to resolve
those material issues.



          Section 4.4 Mortgagor Notices.




     Subservicer shall notify Borrowers of the transfer of servicing from the Prior Servicer to
Subservicer, which notice shall meet the notice and timing requirements for transfers of servicing
imposed by the Real Estate Settlement and Procedures Act (“RESPA”), 12 U.S.C.A. § 2605, as amended,
and all regulations promulgated thereunder. The transfer of servicing shall also comply with
Applicable Requirements.



          Section 4.5 Third-Party Notices.




     Fannie Mae and Subservicer acknowledge that it is the duty of the Prior Servicer to notify the
third parties listed in Part I, Section 205.05 of the Guide of the transfer of servicing of the
Mortgage Loans. Subservicer shall monitor Prior Servicer’s compliance with this duty and, to the
extent Subservicer learns that Prior Servicer has failed to deliver such notices, Subservicer
shall, as soon as practicably possible, notify Fannie Mae of such failure and provide any such
third-party notices at Fannie Mae’s expense.



          Section 4.6 Assignments.




     Upon the request of Fannie Mae, Subservicer shall promptly prepare and deliver to the
appropriate assignor, for execution, recordable assignments to MERS. If there are intervening
assignments between the originating lender and the Prior Servicer that have not been recorded, upon
the request of Fannie Mae Subservicer will exercise diligence in an attempt to obtain and record
all such intervening assignments from the appropriate assignor. Subservicer must record




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executed assignments within 30 days of receipt. Fannie Mae will be responsible for all
reasonable out of pocket costs and expenses associated with obtaining such assignments.




          Section 4.7 MERS.




     Upon request of Fannie Mae, for each Mortgage Loan registered with MERS, Subservicer shall
work with Prior Subservicer to notify MERS of Subservicer’s status as subservicer and Fannie Mae’s
status as Servicer and otherwise comply with all requirements of MERS to be properly identified as
the subservicer of each Mortgage Loan at Fannie Mae’s expense.



          Section 4.8 Forced Place Insurance.




     Subservicer shall maintain hazard insurance for each Mortgage Property. On the Transfer Date,
if Subservicer cannot determine whether hazard insurance is in place with respect to a Mortgage
Property, Subservicer shall secure lender-placed hazard insurance for the benefit of the Borrower
and Fannie Mae, until such time as Subservicer confirms that permanent hazard insurance is in place
for each such Mortgage Property.



          Section 4.9 Transfer-Related Costs and Expenses.




     Fannie Mae shall reimburse Subservicer for reasonable, necessary and agreed upon costs, on a
prior approval basis, in connection with the initial set up and transfer of the Assets to
Subservicer’s servicing systems. Such costs and expenses include but are not limited to:



     (a) Advances paid to the Prior Servicer to reimburse the Prior Servicer for amounts
outstanding as of the Transfer Date.



     (b) Recording fees relating to the recordation of assignments, including intervening
assignments as needed.



     (c) Fees assessed by MERS for the registration or transfer of any Mortgage Loans which are on
MERS system, including any transfer-related MERS fees if not completed by the Prior Servicer.



     (d) Any extraordinary expenses reasonably and necessarily incurred in the fulfillment of this
Agreement, provided that Subservicer obtains Fannie Mae’s written approval before incurring such
expenses.



          Section 4.10 Transfer Instructions.




     In connection with the transfer of the Servicing functions from Prior Servicer to Subservicer
pursuant to this Agreement, Subservicer shall provide reasonable servicing transfer instructions to
Prior Servicer, take all steps necessary and appropriate to effectuate and evidence the transfer of
the servicing for the related Assets, and generally cooperate with Prior Servicer in connection
with such transfer. Subservicer shall timely notify Fannie Mae of any issues or concerns in
working directly with the Prior Servicer.



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          Section 4.11 Private Mortgage Insurance.




     Subservicer shall provide each private mortgage Insurer, for which Subservicer is notified
that private mortgage insurance exists with respect to any loan, with the following notice promptly
after the Transfer Date, unless otherwise handled by the Prior Servicer, noting the transfer to
Subservicer: “Please be advised that the servicing for the loans insured by <insert name of
insurer> and listed on attached Exhibit A has been transferred. Notwithstanding such transfer,
<insert name of Subservicer> will be responsible for performing the servicing
functions for these loans, including all remittances and communications required to be provided to
you, and all communications regarding the loans and related insurance should be directed to
<insert name of Subservicer>. Please amend your records to reflect that Fannie Mae,
as the owner of these loans, is the Insured under the Policy.”



ARTICLE V

REPRESENTATIONS AND WARRANTIES




          Section 5.1 Representations and Warranties of Subservicer.




     Subservicer hereby makes the following representations and warranties as of the date of this
Agreement:



     (a) Due Organization and Good Standing. Subservicer is a limited liability company
duly organized, validly existing, and in good standing under the laws of the State of Delaware.
Subservicer meets all of the eligibility requirements under the Servicing Agreement and is a Fannie
Mae-approved “Seller/Servicer;”



     (b) Authority and Capacity. Subservicer has all requisite organizational power,
authority and capacity to carry on its business as it is now being conducted, to execute and
deliver this Agreement, and to perform all of its obligations hereunder. Subservicer does not
believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement;



     (c) Effective Agreement. The execution, delivery and performance of this Agreement by
Subservicer and consummation of the transactions contemplated hereunder have been or will be duly
and validly authorized by all necessary organizational or other action; this Agreement is a valid
and legally binding agreement of Subservicer enforceable against Subservicer in accordance with its
terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of
creditors’ rights and the discretion of a court to grant specific performance;



     (d) No Conflict. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby, nor compliance with its terms and conditions,
shall (a) violate, conflict with, result in the breach of, constitute a default under, be
prohibited by, or require any additional approval under any of the terms, conditions or provisions
of the articles of incorporation, by-laws or other organizational documents of Subservicer, as



14









 




applicable, or of any mortgage, indenture, deed of trust, loan or credit agreement or other
agreement or instrument to which Subservicer is a party or by which Subservicer is bound, or of any
law, ordinance, rule or regulation of any governmental authority applicable to Subservicer, or of
any order, judgment or decree of any court or governmental authority applicable to Subservicer, or
(b) result in the creation or imposition of any lien, charge or encumbrance of any nature upon the
Servicing Rights or the properties or assets of Subservicer;




     (e) Consents, Approvals and Compliance. Subservicer has in full force and effect
(without notice of possible suspension, revocation or impairment) all licenses, approvals, permits,
and other authorizations required under Applicable Requirements to service the Assets. Any
requisite consents or approvals of other Persons to the execution and delivery of this Agreement,
or the performance of the transactions contemplated hereby by Subservicer, have been or will be
obtained prior to the Transfer Date or such other earlier or later date as expressly provided
herein. Subservicer is approved and in good standing with Fannie Mae and each applicable Insurer.
Subservicer has complied with, and is not in default under, any law, ordinance, requirement,
regulation, rule, or order applicable to its business or properties, the violation of which might
materially and adversely affect the operations or financial condition of Subservicer or its ability
to perform its obligations hereunder;



     (f) Ordinary Course of Business. The transactions contemplated by this Agreement are
in the ordinary course of business of Subservicer.



     (g) Litigation. There is no Action existing or pending, or to the best of
Subservicer’s knowledge, threatened, or any order, injunction or decree outstanding, against or
relating to Subservicer that could have a material adverse effect upon: (i) the Servicing Rights or
Assets to be subserviced by Subservicer hereunder; (ii) the performance by Subservicer of its
obligations under the Servicing Agreement; or (iii) the performance by Subservicer of its
obligations under this Agreement.



     (h) Authority of Subservicer. Subservicer’s execution (and the delivery) of this
Agreement has been (i) specifically approved by the Board of Directors of Subservicer, and such
approval is reflected in the minutes of the meetings of such Board of Directors, or (ii) approved
by an officer of Subservicer, who was duly authorized by the Board of Directors to enter into such
types of transactions and such authorization is reflected in the minutes of the meetings of the
Board of Directors. This Agreement constitutes a “written agreement” of Subservicer, and
Subservicer shall continuously maintain such “written agreement” as an official record of
Subservicer (or any successor thereto).



     (i) Insurance. Subservicer has in full force and effect all insurance required of a
servicer pursuant to Applicable Requirements, and as necessary to perform its obligations hereunder
and in accordance with Applicable Requirements.



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ARTICLE VI

COVENANTS




          Section 6.1 Subservicer’s General Covenants.




     (a) Compliance with Applicable Requirements. Subservicer shall comply with all terms,
covenants and obligations and satisfy all eligibility criteria applicable to a Fannie Mae-approved
Seller/Servicer pursuant to the Servicing Agreement and Applicable Requirements. Subservicer shall
at all times conduct its general business and servicing activities in accordance with Applicable
Requirements.



     (b) Notification of Certain Events. Subservicer shall promptly notify Fannie Mae by
sending an e-mail to [specialservicernonroutine_litigation@fanniemae.com] or by such other means as
may be reasonably requested by Fannie Mae, but no less than within ten (10) days of its receipt or
knowledge thereof, provided that if it is necessary to answer or respond to any event or matter or
take any other action within a shorter timeframe in order to properly defend the claim or Action or
reduce the amount or likelihood of Losses Subservicer shall provide earlier notice thereof, of any
(i) notice Subservicer receives by or on behalf of any Borrower of a possible lawsuit or actual
lawsuit directly or indirectly related to the Assets or Servicing Rights; (ii) denial of any
insurance claim involving the Assets or Servicing Rights; (iii) deficiency in the prior origination
or servicing of the Mortgage Loans discovered by Subservicer, including, but not limited to,
violations of Applicable Requirements; (iv) other action, event or condition of any nature that may
lead to or result in a material adverse effect upon the Assets or Servicing Rights, or the
performance by Subservicer of any of its obligations under this Agreement; and (v) other action,
event or condition of any nature that requires notice to Fannie Mae according to the Applicable
Requirements.



     (c) Compliance Certificates. Subservicer shall deliver to Fannie Mae, on or before
March 31 of each calendar year, beginning March 31, 2011, an officer’s certificate stating that:




     (i) a review of Subservicer’s activities during the preceding calendar year and of
Subservicer’s performance under this Agreement has been made under such officer’s
supervision; and




     (ii) to the best of such officer’s knowledge, based upon such review, Subservicer has
fulfilled all its obligations under this Agreement throughout such calendar year, 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 Subservicer
has taken and/or will take to cure such default.



     (d) Accountant’s Attestation. On or before March 31 of each year, beginning March 32,
2011, Subservicer at its expense shall cause a nationally recognized independent public accounting
firm to furnish a statement to Fannie Mae to the effect that such firm has, with respect to
Subservicer’s overall servicing operations, performed applicable tests in accordance with the
Uniform Single Audit Program for Mortgage Bankers, and stating such firm’s conclusions relating
thereto.



16









 





     (e) Payment of Indebtedness. Subservicer shall pay and discharge all of Subservicer’s
debts and obligations timely and in accordance with their respective terms, unless the payment or
discharge thereof is disputed in good faith by Subservicer.



     (f) Notice of Breach. Subservicer shall immediately notify Fannie Mae of any material
failure or, to the best of Subservicer’s knowledge, any anticipated material failure on its part to
observe and perform any representation, warranty, covenant or agreement required to be observed or
performed by it hereunder.



     (g) Cooperation. Recognizing that Fannie Mae is the owner of the Servicing Rights and
Fannie Mae is the owner of the Assets, and subject to the other obligations of Fannie Mae hereunder
and under the Servicing Agreement, Subservicer will during the term of this Agreement cooperate
fully with the employees, agents and representatives of Fannie Mae and ensure that Subservicer’s
employees, agents and representatives also cooperate with such persons.



     (h) Disaster Recovery. Subservicer shall provide business continuity, disaster
recovery, and backup capabilities and facilities, through which Subservicer will be able to perform
its obligations hereunder with minimal disruptions or delays and meet all Applicable Requirements.
Upon request, Subservicer shall provide to Fannie Mae copies of its written business continuity,
disaster recovery, and backup plan(s). Subservicer will have, at a minimum, a secured backup site
containing all hardware, software, communications equipment, and current copies of data and files
necessary to perform Subservicer’s obligations hereunder. Transfer to the backup site shall occur
within 24 hour(s) after system failure or other event that prevents Subservicer from operating as
usual at its primary site. Subservicer shall test said plan(s) at commercially reasonable
intervals, not less frequently than every 12 months or less frequently than required by Applicable
Requirements or the requirements of Subservicer’s principal regulators, and shall provide Fannie
Mae the results of said testing promptly thereafter. Subservicer may utilize third parties
contracted by Subservicer to provide the foregoing.



     (i) Staff and Facilities. Subservicer will provide and supervise such well-trained
and qualified personnel as are reasonably necessary to carry out Subservicer’s obligations under
this Agreement.



          Section 6.2 Location of Subservicing.




     Subservicer shall not, without Fannie Mae’s prior written consent or as otherwise permitted
under the SRA, perform any of its servicing obligations under this Agreement outside the United
States, or delegate or outsource any of such obligations to any Person that performs such
obligations outside the United States, or permit the books, data or records of Subservicer
(including any NPI) to be located outside the United States.



          Section 6.3 Pilot Programs.




     Upon Fannie Mae’s reasonable request, Subservicer will participate in pilot programs designed
or implemented by Fannie Mae with respect to a selection of Mortgage Loans (for example, a credit
coaching pilot or a foreclosure prevention initiative). If any such pilot



17









 




programs impose additional costs or expenses upon Subservicer, Fannie Mae and Subservicer
shall discuss appropriate reimbursement of such costs and expenses on a per-pilot basis.




ARTICLE VII

CONFIDENTIALITY AND PROTECTION OF RECORDS




          Section 7.1 Confidential Information




     (a) If a Party (the “Receiving Party”) obtains access to Confidential Information (as defined
below) of the other Party (the “Disclosing Party”) in connection with the negotiation of or
performance under this Agreement, the Receiving Party agrees: (i) not to directly or indirectly
disclose the Confidential Information to any third party without the Disclosing Party’s prior
written consent, except (x) as specifically contemplated by this Agreement or (y) to third parties
who have a need to know such Confidential Information in connection with the performance of
services under this Agreement, and who are under an obligation to keep the disclosed information
confidential, and provided that the Disclosing Party is responsible for the acts of the third
parties in relation to the Confidential Information; and (ii) to use the Confidential Information
only as reasonably necessary to perform its obligations under this Agreement.



     (b) “Confidential Information” means: (i) all information about or belonging to the Disclosing
Party or a third party that is disclosed or otherwise becomes known to the Receiving Party in
connection with this Agreement that is marked with a restrictive legend or otherwise identified as
confidential at the time of initial disclosure, or, if not marked or otherwise identified, that a
person in the mortgage servicing industry would reasonably understand to be confidential; (ii) all
trade secrets, customer information and intellectual property owned or licensed by the Disclosing
Party; and (iii) all personal information about individuals contained in the Disclosing Party’s
records, or that is disclosed to or otherwise becomes known to the Receiving Party in connection
with this Agreement (including, by way of example and without limitation, names, addresses,
telephone numbers, social security numbers, drivers’ license numbers, credit card, debit card and
other financial account numbers, payroll and other financial information, employee identification
numbers and health information) (collectively, “NPI”).



     (c) As between Subservicer and Fannie Mae, all Confidential Information belonging or relating
to any Borrower or Fannie Mae, including NPI obtained from Fannie Mae or in Fannie Mae’s
possession, and information regarding Fannie Mae’s business, processes, policies, procedures,
practices, personnel or customers, provided or made available to Subservicer by Fannie Mae will be
deemed to be Fannie Mae Confidential Information for purposes of this Agreement.



     (d) The Receiving Party will use at least the same degree of care to protect the Confidential
Information of the Disclosing Party from unauthorized disclosure or access that the Receiving Party
uses to protect its own Confidential Information, but not less than due care as practiced in the
mortgage servicing industry. The Receiving Party will immediately notify the Disclosing Party of
any actual or suspected loss or unauthorized use, disclosure of or access to the Disclosing Party’s
Confidential Information of which it becomes aware and take all steps reasonably requested by the
Disclosing Party to limit, stop or otherwise prevent such loss or unauthorized use, disclosure or
access.



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     (e) Information of the Disclosing Party will not be considered Confidential Information if it:
(i) was previously rightfully known by the Receiving Party free of any obligation to keep it
confidential; (ii) is or becomes publicly known through no wrongful act of the Receiving Party;
(iii) is independently developed by the Receiving Party without reference to the Confidential
Information of the Disclosing Party; or (iv) is subject to disclosure pursuant to a subpoena,
judicial or governmental requirement or order, provided that the Receiving Party has given the
Disclosing Party sufficient prior notice of such subpoena, requirement or order to permit the
Disclosing Party a reasonable opportunity to object to the subpoena, requirement or order and to
allow the Disclosing Party the opportunity to seek a protective order or other appropriate remedy,
if possible. Notwithstanding the foregoing, NPI shall be considered Confidential Information at
all times for all purposes.



     (f) To the extent that Subservicer has access to Fannie Mae’s records (including records
containing Confidential Information), Subservicer agrees to maintain, and to ensure that all of its
subcontractors and agents maintain, appropriate measures to protect the security, confidentiality
and integrity of such records as provided in this Article VII, including measures to protect
against the unauthorized use, access, destruction, loss or alteration of such records.



     (g) Fannie Mae and Subservicer will obtain the other’s prior written consent before publicly
using any advertising, written sales promotion, press releases, references to this Agreement, or
other publicity matters relating to this Agreement or in which the other’s name is used or may
reasonably be inferred. Notwithstanding the foregoing, Fannie Mae and Subservicer may include the
other’s name and a factual description of the work performed under this Agreement in internal
business planning documents and whenever necessary to comply with GAAP or applicable laws. The
specific terms of this Agreement will be treated as the Confidential Information of both Parties,
which may be disclosed by a Party only to the extent reasonably necessary, (i) to Governmental
Authorities with authority over such Party, and such Party’s legal, accounting and financial
advisors, and (ii) to subcontractors or other third parties that will be providing services in
connection with this Agreement and who are under an obligation to protect the confidentiality of
the Confidential Information.



     (h) In furtherance, and not in limitation, of the foregoing, the Parties agree to the specific
obligations and restrictions set forth in Sections 7.2 — 7.4 below.



          Section 7.2 Risk Review Process; Information Security




     (a) Risk Review Process. Fannie Mae from time to time may perform risk assessments
relating to Subservicer in connection with this Agreement and Applicable Requirements.



     (b) Information Security Standards and Procedures.




     (i) Subservicer will transfer to Fannie Mae and any third party performing or receiving
services that are incidental to this Agreement only that NPI which it is necessary to
transfer in order to fully perform such services, and such transfers will be in accordance
with the applicable provisions of Section 7.3.



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     (ii) Subservicer will implement and maintain policies, procedures and programs to
manage system, privacy, network and data security, to include vulnerability/patch
management, antivirus scanning, management of physical computing assets and configuration of
network security hardware (collectively, “IT Security Risk Management Policies”).
Subservicer’s IT Security Risk Management Policies will meet or exceed industry standards
and Fannie Mae may review Subservicer’s IT Security Risk Management Policies. It is not
contemplated that Subservicer will store, transmit, or process payment card account numbers
or authentication data in connection with the services provided pursuant to this Agreement,
but if Subservicer does so in the future, Subservicer will comply with applicable Payment
Card Industry Data Security Standards (PCI DSS), or such other standards as the Parties may
mutually agree to at the time. Subservicer may utilize third parties contracted by
Subservicer to assist in its implementation and compliance with the foregoing.




     (iii) The effectiveness of Subservicer’s IT Security Risk Management Policies will be
validated by Subservicer by means of independent assessment in a form common in the industry
(an “Independent Security Assessment”), at least once during each calendar year during the
term of this Agreement, starting with the first calendar year in which Subservicer has
performed servicing for at least six months. All Independent Security Assessments will
include network perimeter penetration testing. In the event that an application is hosted
by Subservicer and made available to any party on the Internet in connection with this
Agreement, the Independent Security Assessment will also include application security
testing. Subservicer will provide Fannie Mae with a copy or summary of its Independent
Security Assessment within 45 days of its receipt of the Independent Security Assessment.
Subservicer will promptly remedy or implement compensating controls for any adverse findings
or vulnerabilities noted in an Independent Security Assessment to Fannie Mae’s reasonable
satisfaction.




     (iv) Subservicer will provide such information and reports regarding the operational
risks relating to Subservicer’s use of technology in connection with this Agreement, and
periodic reports regarding Subservicer’s compliance with this Section 7.2, as may be
reasonably requested from time to time by Fannie Mae.



     (c) Breach. Without limiting the applicability of any other remedies for breach of
this Agreement as provided herein, Subservicer specifically acknowledges and agrees that any of the
following will constitute a breach of this Agreement in respect of which Fannie Mae may exercise
its termination and other rights and remedies as provided in Section 10.3: (i) Subservicer fails
to participate in the Risk Review Process; or (ii) any adverse findings or vulnerabilities
identified during the Risk Review Process or noted in an Independent Security Assessment are not
remedied within a commercially reasonable time period.



          Section 7.3 Privacy




     (a) The Parties acknowledges that Fannie Mae and Subservicer are or may be subject to U.S.
and/or international laws governing the privacy, confidentiality, processing and movement of NPI
provided or made accessible to them in connection with this Agreement (collectively, the “Privacy
Laws”).



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     (b) Each Party will perform its obligations under this Agreement in a manner that complies
with all applicable Privacy Laws relating to the collection, use, processing, storage, protection,
disclosure, and destruction of NPI and with all Fannie Mae data protection and privacy policies
provided by Fannie Mae to Subservicer from time to time. In addition, Subservicer will perform its
obligations under this Agreement in a manner that complies with all Subservicer data protection and
privacy policies in place, as the same may be updated from time to time.



     (c) Neither Party will knowingly take any action that puts the other Party in breach of its
obligations under the Privacy Laws and nothing in this Agreement will be deemed to prevent a Party
from taking the steps it reasonably deems necessary to comply with the Privacy Laws.



     (d) Subservicer is prohibited from disclosing, directly or indirectly, intentionally or
negligently, to any affiliate or third party, any NPI, unless: (i) Fannie Mae gives specific
consent prior to the disclosure of the information; (ii) the disclosure is specifically
contemplated by this Agreement; or (iii) the disclosure is required in order to fully perform any
services under this Agreement.



     (e) Subservicer represents that it has and covenants that it will continue to have
administrative, technical, and physical safeguards reasonably designed: (i) to ensure the security
and confidentiality of NPI; (ii) to protect against any anticipated threats or hazards to the
security or integrity of NPI; and (iii) to protect against unauthorized acquisition of, access to
or use of NPI which could result in a “breach” (as that term is defined under applicable Privacy
Laws) or substantial harm to Fannie Mae, any Fannie Mae employee or customer, or any individual
about whom Fannie Mae has or collects financial and other information, including, but not limited
to, any Borrower. As necessary for Fannie Mae to meet its own reporting and compliance
requirements, Fannie Mae will have the right to request and receive annual certifications from
Subservicer regarding Subservicer’s compliance with the Privacy Laws and Fannie Mae policies.



     (f) If Fannie Mae reasonably believes that the provisions of this Section 7.3 may have been
breached, then, subject to Subservicer’s reasonable security restrictions and upon reasonable
notice, Fannie Mae and its representatives will have access to Subservicer personnel, books, files
and affairs relating to this Agreement and the services performed by Subservicer hereunder during
normal business hours at Subservicer’s offices as is reasonably necessary for Fannie Mae to obtain
all information concerning compliance by Subservicer with this Section 7.3.



          Section 7.4 Duties and Responsibilities in the Case of a Breach




     (a) In the event that either Party becomes aware of an intrusion or other security breach that
results in the loss, or unauthorized use, disclosure, or acquisition of, or access to the other
Party’s Confidential Information (each, an “Incident”), such Party will notify the other promptly
upon discovering the Incident. Notice will be in writing and sent to each of the individuals
identified for notice purposes in this Agreement and, in the case of an Incident involving Fannie
Mae Confidential Information, via email to privacy_working_group@fanniemae.com and to
technology_risk_management@fanniemae.com.



21









 





     (b) The notifying Party will cooperate with all requests for information and access to such
Party’s premises by the other Party with respect to such other Party’s Confidential Information,
including all applicable technology, wherever located. The notifying Party will also cooperate
with government agencies and law enforcement entities as may be required. In the case of an
Incident involving Fannie Mae Confidential Information or any other NPI, Fannie Mae will have the
sole right to decide whether it will conduct its own investigation, investigate the Incident
together with Subservicer, or allow Subservicer to lead the investigation.



     (c) If a Party reasonably determines that affected individuals must be notified of the
Incident, and the Incident was due to the other Party’s breach of its obligations under this
Agreement, the Party in breach will pay for all reasonable expenses related to the investigation of
the Incident, the cost of the notifications, the cost of credit monitoring services, and other
customary remediation costs, including the other Party’s reasonable legal expenses, and any fines
imposed by any Governmental Authority.



     (d) The Parties will reasonably cooperate to limit, stop, prevent or remediate any such loss
or misuse of Confidential Information, including NPI.



ARTICLE VIII

AUDITS AND RECORDS




     Subservicer will provide Fannie Mae with commercially reasonable assistance in meeting its
Audit requirements as set forth in this Article. This Article specifically supersedes any audit
provisions to the contrary in the Servicing Agreement.



          Section 8.1 Audit Rights




     (a) Subject to Section 8.1(b), Fannie Mae and its agents, auditors (internal and external),
other representatives and Governmental Authorities as Fannie Mae may designate in writing
(collectively, “Auditors”) will have the right to inspect, examine and audit the systems, records,
data, practices and procedures of Subservicer (and any of its affiliates or subcontractors) that
are used in performing Subservicer’s obligations under this Agreement or pertain to the performance
of such obligations (collectively, “Audits”) for any of the following purposes: (i) to verify the
accuracy of Subservicer’s financial statements, invoices and billing statements; (ii) to verify the
integrity of Fannie Mae Confidential Information and NPI and compliance with the data privacy, data
protection, confidentiality and security requirements of this Agreement; and (iii) to verify the
audited party’s compliance with any other provisions of this Agreement and Applicable Requirements.



     (b) Audits will be conducted with reasonable notice during normal business hours. Subservicer
(and its affiliates and subcontractors) will cooperate fully with Fannie Mae and its Auditors in
conducting Audits and provide such assistance as the Auditors reasonably require to carry out the
Audits, including assisting with the installation and operation of audit software, which software
shall be subject to the reasonable review and approval of Subservicer’s IT Department. Fannie Mae
will use commercially reasonable efforts to have Governmental Authorities comply with the
foregoing, but a Governmental Authority’s failure to do so will not constitute a breach of this
Agreement by Fannie Mae.



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     (c) Audits will be conducted at Fannie Mae’s expense.



     (d) If any Audit of Subservicer’s charges determines that Subservicer has incorrectly invoiced
or otherwise charged any amounts to Fannie Mae, and Fannie Mae and Subservicer agree with such
Audit, Subservicer will issue, on the next invoice submitted to Fannie Mae, a credit or debit, as
appropriate, to correct the inaccuracy.



          Section 8.2 Audit Follow-up




     Following an Audit, Fannie Mae may provide Subservicer with a written report summarizing the
Audit’s findings as to any actual or potential errors or problems affecting the performance of
services under this Agreement or Fannie Mae Confidential Information or any other NPI, violations
of this Agreement or other issues pertaining to Subservicer (or any of its affiliates or
subcontractors involved in providing services under this Agreement) (each, an “Audit Finding”).
Within 30 days after receiving a report from Fannie Mae containing Audit Findings, Subservicer will
meet with Fannie Mae to discuss such Audit Finding and to mutually agree upon the appropriate
manner, if any, in which to respond to the changes suggested by the Audit report.



          Section 8.3 Records




     (a) In support of Fannie Mae’s Audit rights, Subservicer will keep and maintain (i) financial
records relating to this Agreement in accordance with GAAP applied on a basis consistent with
Applicable Requirements; (ii) records substantiating Subservicer’s invoices and billing statements;
(iii) records pertaining to Subservicer’s compliance with Applicable Requirements; (iv) records of
security incidents and customer complaints; and (v) such other operational records pertaining to
performance of Subservicer’s obligations under this Agreement as Subservicer keeps in the ordinary
course of its business. Subservicer will retain such records for the longer of two years after the
termination of this Agreement or as required by Applicable Requirements. Subservicer will make
copies of such records available to Auditors for examination and copying upon request subject to
the provisions of this Article VIII. For the avoidance of doubt, Subservicer’s obligations under
this paragraph are in addition to, and without any derogation of, its obligations under other
provisions of this Agreement to provide operational reports and records to Fannie Mae.



     (b) Upon request by Fannie Mae, Subservicer will, within a reasonable period of time,
electronically deliver (unless mutually agreed otherwise) all, or a portion of, the Asset records
and documents that Subservicer has responsibility for to Fannie Mae or its designee in the manner
provided in the Servicing Agreement.



          Section 8.4 Subservicer Audits




     (a) Without derogating in any way from Fannie Mae’s Audit rights, Subservicer will conduct its
own quality control and internal audit reviews pertaining to its performance of services under this
Agreement of its general servicing operations consistent with the quality control and audit
practices of well managed companies that perform similar services and in accordance with Applicable
Requirements. At a minimum, Subservicer will perform an annual Independent Security Assessment as
required by Section 7.2.



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     (b) Subservicer shall report all results of quality control and internal audit reviews to
Fannie Mae as they are produced, and in any event not later than thirty (30) days after completion,
specifically including, but not limited to (i) results that pertain to the Mortgage Loans or
systems, processes, protocols or procedures that are the same as, or substantially similar to,
systems, processes, protocols or procedures used by Subservicer with respect to the Mortgage Loans,
and (ii) [summary results solely pertaining to mortgage loans other than the Mortgage Loans],
provided, however, that in no event shall Subservicer be required to divulge loan-level information
or NPI in connection with the summary results described in this clause for any Mortgage Loans which
are not subserviced by Subservicer for Fannie Mae. To the extent the resulting report reveals an
actual or potential material adverse effect on Fannie Mae or Borrowers, Subservicer will provide
such report to Fannie Mae as soon as reasonably practicable and will include with such report
Subservicer’s proposed plan to correct any errors or problems identified in the audit report as
soon as reasonably possible. Fannie Mae reserves the right to contract with independent contractors
to ensure Subservicer’s compliance with all applicable quality control requirements at Fannie Mae’s
cost and subject to reasonable privacy, security and confidentiality requirements.



          Section 8.5 Reports Concerning Governmental Reviews




     Subservicer shall report all results of quality control, audit reviews and examinations,
evaluations and reviews performed by Governmental Authorities and Insurers to Fannie Mae in
accordance with Applicable Requirements, unless prohibited by law or regulation.



          Section 8.6 Further Agreements




     Subservicer is responsible for having in place with its affiliates and subcontractors that are
used in performance of services under this Agreement such agreements as are necessary to give
effect to Fannie Mae’s Audit rights under this Article VIII.



ARTICLE IX

DEFAULT AND INDEMNIFICATION




          Section 9.1 Event of Default.




     (a) The occurrence of any of the following shall constitute an Event of Default hereunder by
Subservicer:




     (i) Subservicer commits a material breach of this Agreement, which is not cured within
fifteen (15) calendar days;




     (ii) Subservicer commits a breach of the MSSC or Guide;




     (iii) Subservicer fails to maintain its status as an approved Fannie Mae
seller/servicer; or



24









 






     (iv) Subservicer’s failure to comply with this Agreement causes or results in a breach
of security with respect to any of the services provided hereunder by Subservicer that
results in the unauthorized use or disclosure of any NPI.



          Section 9.2 Indemnification.




     (a) Indemnification by Subservicer. Subservicer shall indemnify and hold Fannie Mae,
its directors, officers and employees, harmless from, and shall reimburse Fannie Mae, its
directors, officers and employees, for, any and all Losses incurred to the extent that such Losses
arise out of, relate to, or result from:




     (i) Any breach of any representation or warranty of Subservicer hereunder or the
non-fulfillment of any term, covenant, condition, agreement or obligation of Subservicer set
forth in this Agreement, or in any schedule, exhibit or certificate furnished pursuant
hereto, or any default or failure to perform by Subservicer hereunder; or




     (ii) Any failure of Subservicer, on or after the Transfer Date, to comply with
Applicable Requirements with respect to the Servicing Rights or any of the Assets.




Notwithstanding any provision to the contrary in this Section 9.2(a), Subservicer shall have
no obligation to indemnify or hold Fannie Mae harmless from and against that portion of any
claim for indemnification that arises from any fact or circumstance for which Subservicer is
entitled to indemnification by Fannie Mae pursuant to Section 9.2(b). Further, Fannie Mae
will not enforce against Subservicer (i) claims or Losses relating to any representations
and warranties made by a third party and related to the sale or origination of the Mortgage
Loans, whether contained in the Servicing Agreement or otherwise; nor for (ii) any servicing
deficiencies, to the extent any servicing deficiency is caused solely by any action or
failure of Prior Servicer. Notwithstanding the foregoing, Subservicer shall be liable for
any damage or loss to Fannie Mae that is caused by Subservicer’s failure to notify Fannie
Mae of such claims or Losses, take any corrective action reasonably requested by Fannie Mae,
to the extent any such corrective action is reasonably able to be taken by Subservicer, or
any other failure in Subservicer’s performance of its responsibilities on or after the
Transfer Date.



     (b) Indemnification by Fannie Mae. Fannie Mae shall indemnify and hold Subservicer
harmless from, and shall reimburse Subservicer for, all Losses incurred to the extent that such
Losses arise out of, relate to, or result from the following: (i) any material breach of any
representation and warranty of Fannie Mae hereunder; (ii) the non-fulfillment of any term,
covenant, condition, agreement or obligation of Fannie Mae set forth in this Agreement or in any
schedule, exhibit or certificate furnished pursuant hereto; (iii) any acts or omissions of the
Prior Servicer; (iv) a claim by a Borrower under a Mortgage Loan to the extent that such claim
arises out of alleged acts or omissions of the Prior Servicer or originator concerning such
Borrower’s Mortgage Loan; or (v) a claim arising from the data integrity and availability of
information regarding the Mortgage Loans where such data and information was not within
Subservicer’s control or possession and the claim could not have been avoided with the exercise of
reasonable diligence by Subservicer.



25









 





     (c) Subservicer shall not be liable for any (i) denied reimbursements due to inability to
provide supporting documentation for advances made during the tenure of any Prior Servicer, (ii)
losses resulting from improper foreclosures due to an inability to provide supporting documentation
which should have been provided to Subservicer by any Prior Servicer and (iii) any liability or
penalties arising from an MHA-C audit, or the like, related to modifications which do not have
supporting documentation which should have been provided to Subservicer by any Prior Servicer.



     (d) Notice and Settlement of Claims. Subservicer will be responsible for the
management and administration of all loan level Actions relating to the Mortgage Loans, as set
forth in the Servicing Agreement. Without limiting the applicability of any other notice
provisions in this Agreement, Subservicer shall provide notice of any non-routine litigation or
other indemnifiable matter involving Fannie Mae, an Asset or the Servicing Rights by sending an
e-mail to [specialservicernonroutine_litigation@fanniemae.com], or by such other means as may be
reasonably requested by Fannie Mae, within ten (10) days of its receipt or knowledge thereof.
provided, that if it is necessary to answer or respond to any such claim or take any other action
within a shorter timeframe in order reduce the likelihood of success of such claim or the Losses
that may result, Subservicer shall provide earlier notice thereof, and Fannie Mae shall have no
liability for any Losses resulting from a delay in delivery of such notice by Subservicer. Such
notice shall include all available information relevant to the Action or claim, as well as to the
question whether a third party (such as a Prior Servicer) should be notified of and/or assume
control of responding to or defending the Claim, to the extent known by Subservicer.



     Fannie Mae shall have the right to assume some or all of the control or defense of any
subservicing claim or Action, including by transfer of some or all of the control or defense of
such subservicing claim to a Prior Servicer or other third party. In connection therewith,
Subservicer shall make available such information and assistance as Fannie Mae or such Prior
Servicer or other third party may reasonably request, including any witnesses, pertinent records,
materials and information in Subservicer’s possession or under Subservicer’s control, at Fannie
Mae’s, Prior Servicer’s or other third party’s expense.



     If Subservicer retains control over the defense of a subservicing claim or Action as permitted
herein, Subservicer and Fannie Mae (and to the extent requested by Fannie Mae, the applicable Prior
Servicer or other third party) shall confer in good faith, and Subservicer shall reasonably
consider suggestions from Fannie Mae and its counsel regarding the control or defense of the
subservicing claim or Action. The parties may jointly agree upon counsel reasonably acceptable to
such parties to represent them to defend the subservicing claim, and when appropriate, shall enter
into joint defense agreements for retaining joint counsel. Subservicer shall follow any directions
from Fannie Mae to bill all or any portion of the Losses or any cost or expenses of the defense of
such subservicing claim to a third party, provided that Fannie Mae shall remain liable for such
amounts to the extent provided in this Agreement.



     Each Party to this Agreement shall promptly (but in all cases within ten (10) days and in
accordance with Section 6.1(b)) notify the other Party in writing of the existence of any matter
known to it giving rise to any obligation of the other Party under this Section 9.2 and, in the
case of any Claim brought by a third party which may give rise to any such obligation, each Party
shall promptly (but in all cases within ten (10) days and in accordance with Section 6.1(b)) notify



26









 




the other Party of the making of such Claim or the commencement of such action by a third
party as and when same becomes known to it. Subject to Applicable Requirements and to Section
9.2(d), the indemnifying Party (the “Indemnifying Party”) may, at its own cost and expense, assume
and control the defense of any third-party claim, including, without limitation, the right to
designate counsel and to control all negotiations, litigation, settlements, compromises and appeals
of any such claim or potential claim; provided, however, that the counsel is reasonably
satisfactory to the indemnified Party (“Indemnified Party”) in the exercise of its reasonable
discretion. The Party not controlling the defense or prosecution of any such third-party claim may
participate at its own cost and expense. Following the full discharge of the Indemnifying Party’s
obligations, the Indemnified Party shall, subject to Applicable Requirements or other requirements
of Fannie Mae, assign to the Indemnifying Party any and all related claims against third parties.
Subject to Applicable Requirements, promptly after receipt, the Indemnified Party shall refund to
the Indemnifying Party the amounts of all recoveries received by the Indemnified Party with respect
to any claim with respect to which it was also reimbursed for Losses by the Indemnifying Party.




     Subject to Applicable Requirements, following the receipt of written notice from the
Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the
problem giving rise to the demand, if possible, and pay the amount for which it is liable, or
otherwise take the actions which it is required to take within thirty (30) days or such other time
as may be required by Fannie Mae, the Insurer or other third-party claimant. Subject to Applicable
Requirements, as to any claim for indemnity for which notice is given as hereinbefore provided, the
corresponding obligation of indemnity shall continue to survive until whichever of the following
events first occurs: (i) the Indemnifying Party shall have discharged its obligation of indemnity
to the Indemnified Party with respect to such claim, as required hereunder; (ii) a court of
competent jurisdiction shall have finally determined that the Indemnifying Party is not liable to
the Indemnified Party with respect to such claim; or (iii) the Indemnified Party shall have
released in writing (or be held by a court of competent jurisdiction to have released) the
Indemnifying Party from any liability with respect to such claim.



     (e) Mitigation of Losses. An Indemnified Party shall, to the extent practicable and
reasonably within its control, make good faith efforts to mitigate any Losses of which it has
adequate notice, provided that an Indemnified Party shall not be obligated to act in a manner which
it reasonably believes is adverse to its own best interests. Subject to Applicable Requirements,
nothing in this Section 9.2 shall be construed as obligating either Party to sue any third party.



     (f) Subservicer Rights and Obligations with Respect to Fannie Mae. With respect to
Fannie Mae as the owner of the Mortgage Loans, Subservicer shall have all the rights and
obligations of a Servicer of the Mortgage Loans under the Servicing Agreement regarding
responsibility and liability for losses, costs, expenses, damages or claims (including attorneys’
fees) incurred by Fannie Mae in connection with the default or foreclosure of Mortgage Loans, other
than those that occur as a result of the enumerated liabilities set forth in 9.2(b) and (c) for
which Subservicer shall have no obligation.



     (g) Repurchase Claims. Notwithstanding anything in this Agreement or the Servicing
Agreement to the contrary, in no event shall Subservicer be obligated to purchase Fannie Mae’s




27











 




interest in any Mortgage Loan, unless the repurchase obligation arises from a servicing
violation by Subservicer that occurs on or after the Transfer Date.




ARTICLE X

TERM AND TERMINATION




          Section 10.1 Term of the Agreement




     This Agreement shall continue and remain in effect until terminated as provided in this
Article X.



          Section 10.2 Termination For Convenience




     Fannie Mae may terminate this Agreement for convenience (i.e., for any reason or no reason) by
giving Subservicer written notice to that effect (i) specifying termination of this Agreement in
whole or in part as to a portion of the Servicing Rights, as the case may be and (ii) designating
the termination date, which shall be not less than 60 days from the date of such notice. In the
event of a termination by Fannie Mae for convenience, Fannie Mae shall pay any termination fees
specified on Exhibit D unless modified in the
applicable Subservicing Appendix
following the termination date.



          Section 10.3 Termination For Default




     (a) By giving Subservicer written notice and designating the termination date, which may be
simultaneous with the date of such written notice, Fannie Mae may terminate this Agreement for an
Event of Default by Subservicer.



     (b) Termination for default by Fannie Mae will be without prejudice to and with full
reservation of any other rights and remedies available to it.



     (c) No termination fees shall be payable in connection with any such termination.



          Section 10.4 Termination For Regulatory Event




     Either Party may terminate this Agreement in whole or in part by giving the other Party at
least 30 days prior written notice and designating the termination date if there is a Regulatory
Event or changes are made to applicable law that would prohibit, prevent, or materially impair such
Party’s continuing this Agreement with the other Party with respect to all or specific Assets,
which termination will not be considered to be a termination for convenience or a termination for
default. No termination fees shall be payable in connection with any such termination.



          Section 10.5 Termination For Other Circumstances




     Fannie Mae may terminate this Agreement by notice to Subservicer in the event of a breach of
any covenant under the SRA for which the SRA could be terminated by Fannie Mae. No termination
fees shall be payable in connection with any such termination.



28









 





          Section 10.6 Other Termination Provisions




     In the event a Mortgage Loan is purchased, or repurchased as the case may be, by Subservicer,
Prior Servicer, or any other third party, this Agreement shall automatically terminate with respect
to such Mortgage Loan, and such termination will not be considered to be a termination for
convenience or a termination for default. No termination fees shall be payable in connection with
any such termination.



          Section 10.7 Duties Upon Termination; Transfer of Books, Records and Accounts




     (a) Regardless of the basis for termination or expiration of this Agreement (in whole or in
part), commencing upon a notice of the termination of this Agreement, and continuing after the
effective date of expiration or, if applicable, termination of this Agreement (as such effective
date may be extended pursuant to Section 10. 8 ), Subservicer will provide reasonable assistance
with the transfer of the terminated servicing to another Person in accordance with Applicable
Requirements. Subservicer will use commercially reasonable efforts to minimize Fannie Mae’s costs
and management time resulting from the cessation of the terminated servicing and to minimize the
implementation time for the transfer of the terminated servicing to Fannie Mae and/or its successor
servicer or subservicer.



     (b) Without limiting the generality of the forgoing, subject to and in accordance with
Applicable Requirements and Fannie Mae’s and any successor servicer’s or subservicer’s reasonable
instructions, Subservicer shall timely deliver to the successor servicer or subservicer (or at
Fannie Mae’s direction, to Fannie Mae or Fannie Mae’s other designee) (i) all funds received with
respect to the Assets which have not yet been remitted to Fannie Mae and an accounting for and
reconciliation of all funds and accounts, (ii) all books, records, documents, files, data tapes and
other information and data related to the Assets and their servicing, in an orderly manner, and
(iii) confirmation that the identity of the servicer or subservicer of the Mortgage Loans
registered with MERS has been changed to the successor servicer or subservicer. Such transfers and
actions shall be at Subservicer’s expense, unless this Agreement is terminated by Fannie Mae in
accordance with Section 10.2(a).



          Section 10.8 Extension of Expiration or Termination Date




     Subservicer acknowledges that the services provided under this Agreement are vital to Fannie
Mae and must continue without interruption during any transition period (except as otherwise
directed by Fannie Mae) if Fannie Mae decides to perform such services itself or engage a successor
servicer or subservicer to perform them, or to provide an orderly wind-down of servicing in the
event of a partial or complete cessation or termination of servicing with respect to any or all
Assets. To provide for the orderly completion of any such transition, Fannie Mae will have the
right to extend the effective date of termination or expiration one or more times as it elects, in
its discretion, provided that the total of all such extensions shall not exceed 90 days following
the effective date of termination or expiration in place immediately prior to the initial extension
under this Section. Fannie Mae will use commercially reasonable efforts to exercise this option by
so notifying Subservicer at least 30[, but in no event less than twenty (20),] days before the
impending expiration or termination date.



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ARTICLE XI

MISCELLANEOUS PROVISIONS




          Section 11.1 Supplementary Information.



     From time to time, Subservicer shall furnish to Fannie Mae such information supplementary to
the information contained in the documents and schedules delivered pursuant hereto which is
reasonably available to Subservicer, as Fannie Mae may reasonably request including information
that may be necessary to enable Fannie Mae to file any reports due to any Insurer in connection
with the Mortgage Loans or Servicing Rights.



          Section 11.2 Further Acts.



     Fannie Mae and Subservicer each agree to execute and deliver to the other such additional
documents, instruments or agreements as may be necessary to effectuate the purposes of this
Agreement. Fannie Mae and Subservicer shall cooperate in good faith to consummate the transactions
contemplated by this Agreement.



          Section 11.3 Survival.



     Sections 2.5, 2.11, 6.1(c), 7.1, 7.3, 7.4, 9.2, 10. 7, 11.3, 11.9, 11.12, 11.13 and 11.14 of
this Agreement, and any other provision of this Agreement that contemplates or governs performance
or observance subsequent to its termination or expiration, will survive the expiration or
termination of this Agreement for any reason, including, without limitation, any indemnification
obligations or representations and warranties hereunder.



          Section 11.4 Assignment.



     Subservicer shall not assign, sublicense, charge or otherwise encumber any of its rights or
obligations under this Agreement without the prior written consent of Fannie Mae.



          Section 11.5 Subcontracting




     (a) Subservicer may not delegate or otherwise subcontract any of its obligations under this
Agreement, except in accordance with the Servicing Agreement, SRA or with Fannie Mae’s prior
written approval. If Subservicer does delegate or subcontract any of its obligations, it will flow
down applicable terms and conditions of this Agreement, including provisions regarding audits on
the same terms as set forth herein.



     (b) Subservicer will require and cause its affiliates and subcontractors to comply with all
relevant and applicable provisions of this Agreement, the Servicing Agreement, and the SRA, but
Fannie Mae will not be deemed a party to any agreement or arrangement with an affiliate or a
subcontractor. Subservicer is responsible for supervising and managing all affiliates and
subcontractors and for paying all amounts owed to them. Subservicer will be fully accountable for
the acts and omissions of all affiliates and subcontractors, as if such acts and omissions were its
own.



30









 





     (c) Subservicer may also engage individual independent contractors to supplement its employee
workforce. Subservicer will be fully responsible to Fannie Mae for its independent contractors, as
if they were employees of Subservicer.



          Section 11.6 Notices.



     Except as otherwise expressly permitted by this Agreement, all notices and statements to be
given under this Agreement are to be in writing, delivered by hand, facsimile, national overnight
mail service, or first class United States mail, postage prepaid and certified with return receipt
requested, to the following addresses or facsimile numbers, as applicable (which addresses and
facsimile numbers may be revised by notice):


if to Fannie Mae to:



Fannie Mae

3900 Wisconsin Avenue, N.W.

Washington, D.C. 20016

Attention: Deputy Chief Financial Officer

Fax: (202) 752-2868



With a copy to:



Fannie Mae

3900 Wisconsin Avenue, N.W.

Washington, D.C. 20016

Attention: General Counsel

Fax: (202) 752-6952



And:



National Servicing Organization

14221 Dallas Parkway

Suite 1000

Dallas, Texas 75254

Attention: Vice President — Servicing Portfolio Management

Fax: (240) 699-2486



If to Subservicer, to:



Nationstar Mortgage LLC

350 Highland Drive

Lewisville, TX 75067

Attention: Attn: General Counsel

Fax: 469-549-2085




     All notices and statements shall be deemed effective upon receipt.



31









 





          Section 11.7 Entire Agreement.




     This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof. No amendments, modifications or supplements of this Agreement shall be
binding unless executed in writing by the Parties. The exhibits and schedules are part of this
Agreement.



          Section 11.8 Binding Effect; Third Parties.



     This Agreement shall inure to the benefit of and be binding upon the Parties and their
respective successors and permitted assigns. Nothing in this Agreement, express or implied, is
intended to confer on any Person, other than the Parties and their successors and permitted
assigns, any rights, obligations, remedies or liabilities.



          Section 11.9 Applicable Laws.




     This Agreement shall be construed in accordance with federal law and the laws of the State of
New York, without reference to the choice of law or conflicts of law provisions thereof.



          Section 11.10 Counterparts.




     This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.



          Section 11.11 Time of Essence.




     Time is of the essence in the performance of the obligations stated in this Agreement.



          Section 11.12 No Remedy Exclusive.




     Except as otherwise set forth in this Agreement, no remedy under this Agreement is intended to
be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in
addition to any remedies given under this Agreement and the Servicing Agreement or existing at law
or in equity. Fannie Mae reserves all rights, remedies and powers available to it under any
contracts or agreements with Subservicer, at law or in equity.



          Section 11.13 Construction.




     This Agreement shall be construed and interpreted fairly as to both Parties and not in favor
or against either Party, regardless of which Party prepared this Agreement.



          Section 11.14 Attorneys’ Fees and Expenses.




     If either Party brings suit against the other Party as a result of any alleged breach or
failure by the other Party to fulfill or perform any covenants or obligations under this Agreement,
then the prevailing Party in such action shall be entitled to receive from the non-prevailing Party
reasonable attorneys’ fees incurred in connection with such action and all costs of suit at both
trial and appellate levels.



32









 





          Section 11.15 Waiver.




     Any forbearance by a Party in exercising any right or remedy under this Agreement or otherwise
afforded by applicable law shall not be a waiver or preclude the exercise of that or any other
right or remedy. Fannie Mae does not waive and has not waived any defaults or breaches of
Subservicer under the Servicing Agreement, any document custody agreement, or any other contact or
agreement of Subservicer.



          Section 11.16 Relationship of Parties.




     Nothing herein contained shall be deemed or construed to create a partnership or joint venture
between the Parties. The duties and responsibilities of Subservicer shall be rendered by
Subservicer as an independent contractor and not as an agent of Fannie Mae. Subservicer shall have
full control of all of its acts and proceedings relating to or in connection with the discharge of
its duties and responsibilities under this Agreement.



          Section 11.17 Interpretive Principles.




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



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



     (b) Accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP.



     (c) References herein to a “Section,” shall be to the specified section(s) of this Agreement
and shall include all subsections of such section(s).



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



     (e) Section headings and other similar headings are not to be considered part of this
Agreement, are solely for convenience of reference, and shall not affect the meaning or
interpretation of this Agreement or any of its provisions.



     (f) Each reference to any federal, state or local statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder.



          Section 11.18. Conflicting Provisions.




     Notwithstanding anything contained herein or in the SRA to the contrary, the Parties expressly
agree that to the extent that any conflicts result between the terms of this Agreement and the SRA,
the terms of this Agreement shall control, unless as to any specific matter this Agreement
expressly states the SRA shall control.



33









 





(Signatures to Follow)







34









 








     IN WITNESS WHEREOF, each of the undersigned Parties to this Agreement has caused this
Agreement to be duly executed in its name by one of its duly authorized officers, all as of the
date first above written.



	 	 	 	 	 	 	 	 	 	 	 

	FANNIE MAE	 	 	 	NATIONSTAR MORTGAGE LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leslie Peeler
	 	 	 	By:
	 	/s/ Jay Bray	 	 
	 

	 	 

Name: Leslie Peeler
	 	 
	 	 	 	 

Name: Jay Bray
	 	 
	 

	 	Title: VP, Special Assets
	 	 	 	 	 	Title: CFO	 	 






 









 






EXHIBIT A



DEFINITIONS



     “Accepted Servicing Practices” means, with respect to any Asset, those mortgage
servicing practices of prudent mortgage lending institutions which service mortgage loans of the
same type as such Asset in the jurisdiction where the related Mortgage Property is located, but in
no event less than the servicing practices required by the Servicing Agreement.



     “Action” means any litigation, claim, action, suit, arbitration, inquiry, proceeding,
investigation or similar proceeding by or before any Governmental Authority or arbitrator.



     “Advances” means amounts advanced by Subservicer in connection with an Asset and in
accordance with Applicable Requirements, including, without limitation, principal, interest, taxes,
ground rents, assessments, insurance premiums and other costs, fees and expenses pertaining to the
acquisition of title to, preservation, repair and conveyance of the Assets, together with all
rights of reimbursement from Borrowers, Insurers, or otherwise. The term “Advances” shall not
include any amount advanced by Subservicer as a result of Subservicer’s failure to comply with or
otherwise perform its obligations under this Agreement or the Servicing Agreement.



     “Agreement” means this Subservicing Agreement, including all amendments, supplements
(including, but not limited to, any supplemental agreement setting forth certain “high touch”
servicing protocols, support of a loan performance advisor or other third-party surveillance
consultant, and certain additional compensation available to Subservicer), exhibits and schedules
hereto.



     “Ancillary Fees” means all fees derived from the Mortgage Loans and retained by
Subservicer, excluding Servicing Fees and Subservicing Fees attributable to the Mortgage Loans,
including but not limited to late charges, fees received with respect to checks or bank drafts
returned by the related bank for non-sufficient funds, assumption fees, optional insurance
administrative fees and all other incidental fees and charges collected from or assessed against
any Borrower, other than those charges payable to an Insurer or Fannie Mae under the terms of the
Servicing Agreement.



     “Applicable Requirements” means, as of the time of reference, (i) all contractual
obligations of a Servicer with respect to the applicable Servicing Rights, including, without
limitation, those contractual obligations contained herein, in the Servicing Agreement, in any
agreement with any Insurer or Fannie Mae or in the Servicing Agreement or in any document which is
part of the Mortgage File for which a Servicer is responsible; (ii) all applicable federal, state
and local laws, statutes, rules, regulations and ordinances applicable to a Servicer, or to the
applicable Servicing Rights or the origination, purchase, sale, enforcement and insuring or
guaranty of, or filing of claims in connection with, the related Assets, including, without
limitation, the applicable requirements and guidelines of Fannie Mae or any Insurer, or any
governmental agency, board, commission, instrumentality or other governmental or quasi-governmental
body or office; (iii) all other judicial and administrative judgments, orders,



A-1









 




stipulations, awards, writs and injunctions applicable to a Servicer that have been disclosed
to Fannie Mae, the applicable Servicing Rights or the related Asset; (iv) the requirements of MERS;
and (v) Accepted Servicing Practices.




     “Asset” (and, collectively, “Assets”) means each Mortgage Loan and REO
Property set forth on the applicable Subservicing Appendix.



     “Asset List” has the meaning provided in Section 2.2(b).



     “Audit” has the meaning provided in Section 8.1(a).



     “Auditors” has the meaning provided in Section 8.1(a).



     “Audit Finding” has the meaning provided in Section 8.2.



     “Borrower” means any obligor under a Mortgage Note or a Mortgage.



     “Business Day” means Monday through Friday, excluding any days on which banks in New
York City are closed for business.



     “Change of Control” .means the acquisition by any Person, or two or more Persons
acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting
stock or ownership interests of an entity at any time if after giving effect to such acquisition
such Person or Persons owns the lesser of (i) fifty percent (50%) or more of such outstanding
voting stock or ownership interests on a fully diluted basis or (ii) such amount of outstanding
voting stock or ownership interest to provide such Person or Persons with effective control.



     “Confidential Information” has the meaning provided in Section 7.1(b).



     “Custodial Accounts” means the accounts in which Custodial Funds are deposited and
held by Subservicer on behalf of Fannie Mae.



     “Custodial Funds” means all funds held by Subservicer with respect to the related
Mortgage Loans including, but not limited to, all principal and interest funds, Escrow Funds and
any other funds due Fannie Mae or held on behalf of a Borrower, maintained by Subservicer relating
to the Mortgage Loans.



     “Custody Documents” means the original Mortgage Note, an original unrecorded
assignment to Fannie Mae (or a copy of the original recorded assignment), and, in some cases, the
original mortgage insurance or loan guaranty certificate and such other original documents related
to a Mortgage Loan and held by the Document Custodian pursuant to Applicable Requirements. If the
mortgage has been modified, the modification agreement is also a Custody Document.



     “Disclosing Party” has the meaning provided in Section 7.1(a).



A-2









 





     “Document Custodian” means the Person contractually obligated to hold the Custody
Documents for Fannie Mae.



     “Draft Date” means the date upon which Fannie Mae drafts the applicable Custodial
Account for principal and interest amounts for a particular type of remittance in accordance with
the Guide.



     “Eligible Corporate Advances” means Eligible Servicing Advances other than Eligible
Escrow Advances, Guaranty Fee Advances, LPMI Advance, Excess Yield Advances, or Advances of
principal and interest on Mortgage Loans.



     “Eligible Escrow Advances” means Eligible Servicing Advances for the payment of taxes,
assessments, insurance premiums, ground rents, and other similar items and charges.



     “Eligible Servicing Advances” means Eligible Corporate Advances, Guaranty Fee,
Advances, LPMI Advances, Excess Yield Advances, and Eligible Escrow Advances.



     “Escrow Accounts” means the accounts in which Escrow Funds are deposited and held by a
Servicer.



     “Escrow Funds” means funds held by a Servicer with respect to the related Mortgage
Loans for the payment of taxes, assessments, insurance premiums, ground rents, funds from hazard
insurance loss drafts, other mortgage escrow and impound items and similar charges (including
interest accrued thereon for the benefit of the Borrowers under the Mortgage Loans, if applicable).



     “Event of Default” means an event of default listed in Section 9.1(a) or Section
9.1(b), as applicable to a Party.



     “Excess Servicing Fee” with respect to any SMBS Mortgage Loan is the excess of the
note rate of such loan over the sum of




	 	(i)	 	the pass-through rate on the MBS backed by such loan,
	 
	 	(ii)	 	the annual guaranty fee rate applied to such loan in connection
with the related MBS, and
	 
	 	(iii)	 	25 basis points.





     “Excess Yield” means the Excess Servicing Fee less the minimum amount required to pay
lender paid mortgage insurance renewal premiums, if any, for such loan.



     “Excess Yield Advances” mean the Advances for Excess Yield drafted from Subservicer’s
designated drafting account by Fannie Mae pursuant to Section [2.14(b)] of this Agreement.



     “Fannie Mae” means the Federal National Mortgage Association, a corporation organized
and existing under the laws of the United States, commonly known as Fannie Mae, any successor or
assign, and any affiliate designated to perform any of the functions ascribed to Fannie Mae
hereunder.



A-3









 





     “Float Benefit” means the net economic benefit resulting from Escrow Funds and
Custodial Funds held in the Escrow Accounts and Custodial Accounts relating to the Servicing
Rights. The Float Benefit includes, without limitation, any compensating balance earnings credits
and interest and other earnings on and in respect of such deposits.



     “Foreclosure” means the procedure pursuant to which a lienholder acquires title to a
Mortgage Property in a foreclosure sale, or a sale under power of sale, or the acceptance of a deed
in lieu of foreclosure, or other acquisition of title to the Mortgage Property based upon a default
by the Borrower under the Mortgage Note and Mortgage, under the law of the state wherein the
Mortgage Property is located.



     “GAAP” means United States generally accepted accounting principles, consistently
applied.



     “Governmental Authority” means any federal, state, municipal, national or local or
other governmental department, court, commission, board, bureau, agency, intermediary, carrier or
instrumentality or political subdivision thereof, or any entity or officer exercising executive,
legislative or judicial, regulatory or administrative functions of or pertaining to any government
or any court, in each case, whether of the United States or a state, territory or possession
thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.



     “Guide” means any and all applicable rules, regulations, requirements and guidelines
of Fannie Mae, as the same may be amended from time to time, including, without limitation, the
Fannie Mae Selling and Servicing Guides and the Guide to Delivering eMortgage Loans to Fannie Mae.



     “Guaranty Fee Advances” means Advances for Guaranty Fees drafted from Subservicer’s
designated Custodial Account by Fannie Mae pursuant to the Guide that have not been collected by
Subservicer.



     “Incident” has the meaning provided in Section 7.4(a).



     “Indemnified Party” has the meaning provided in Section 9.2(c).



     “Indemnifying Party” has the meaning provided in Section 9.2(c).



     “Independent Security Assessment” has the meaning provided in Section 7.2(b)(iii).



     “Insurer” or “Insurers” means any Person providing any standard hazard
insurance policy, any federal flood insurance policy, any title insurance policy, any earthquake
insurance policy, or any other insurance policy applicable to an Asset or Pool and any successor
thereto, including, without limitation, as applicable, private mortgage insurer or other insurer or
guarantor under such policies.



     “IT Security Risk Management Policies” has the meaning provided in Section 7.2(b)(ii).



     “LPMI Advances” means Advances for lender paid mortgage insurance drafted paid by
Subservicer that have not been collected by Subservicer.



A-4









 





     “Losses” mean any and all losses, damages, liabilities, fines, claims, demands,
deficiencies, judgments, assessments, settlements, penalties, injuries, actions, suits, costs and
expenses of any nature whatsoever including, without limitation, reasonable attorneys fees and
court costs.



     “MERS” is the company Mortgage Electronic Registration Systems, Inc. and the mortgage
registration system operated by such company.



     “Mortgage” means any deed of trust, security deed, mortgage, security agreement or any
other instrument which constitutes a first lien on residential real estate securing payment by a
Borrower of a Mortgage Note.



     “Mortgage File” means the file pertaining to a particular Asset including (a) the
original Mortgage Note and such other documents as are required to be retained by the Document
Custodian pursuant to Applicable Requirements; (b) the original Mortgage or copy of the Mortgage,
with evidence of recording thereon; (c) the original assignments of Mortgage, if any, or copy of
the assignment of Mortgage, with evidence of recording thereon; (d) the originals or certified true
copies of any document sent for recordation of all modification agreements, with evidence of
recording thereon; (e) the original or copy of the mortgage title insurance policy or alternative
title product or other evidence of title acceptable to Fannie Mae and (f) with respect to REO
Property, any materials relating to the applicable Foreclosure, any owner’s title insurance policy
and any other records relating to the ownership of such REO Property.



     “Mortgage Loan” means the residential mortgage loans secured by Mortgaged Property as
to which Fannie Mae is the owner of the Servicing Rights, as to which the related subservicing
functions are transferred pursuant to this Agreement.



     “Mortgage Note” means the promissory note executed by a Borrower and secured by a
Mortgage evidencing the indebtedness of the Borrower under a Mortgage Loan.



     “Mortgage Property” means the fully constructed one-to-four family residential real
property that is encumbered by a Mortgage (or that is now or becomes REO Property), including all
buildings and fixtures thereon and all accessions thereto, including installations of mechanical,
electrical, plumbing, heating and air conditioning systems located in or affixed to such buildings,
and all alterations, additions and replacements.



     “MSSC” means the Mortgage Selling and Servicing Contract between Fannie Mae and
Subservicer.



     “NPI” has the meaning provided in Section 7.1(b).



     “Parties” means Subservicer and Fannie Mae.



     “Pre-Boarding File” means the data requested by Subservicer in connection with the
servicing transfer to Subservicer hereunder of any Asset.



     “Primary Servicer” means Fannie Mae.



     “Privacy Laws” has the meaning provided in Section 7.3(a).



A-5









 





     “Receiving Party” has the meaning provided in Section 7.1(a).



     “Regulatory Event” means a situation in which (i) either Fannie Mae or Subservicer
becomes subject to any Regulatory Order or an Action initiated by a Governmental Authority, and
(ii) such Regulatory Order or Action prevents or materially impairs such Party’s ability to
discharge its material obligations hereunder in any material respect, or the continuance of the
arrangements contemplated by this Agreement by such Party.



     “Regulatory Order” means any injunction, order, judgment, decree, memorandum of
understanding, consent decree, directive or regulatory restriction, or any change in or
interpretation of any law, rule or regulation, issued or imposed by a Governmental Authority and
such event is not removed or stayed within 30 days, or such shorter period as necessitated by such
Governmental Authority, after reasonable efforts to so remove or stay such event are instituted the
Party or Parties made subject to thereto.



     “REO Property” means any Mortgage Property acquired by Fannie Mae, or Subservicer on
behalf of Fannie Mae, as a result of a Foreclosure of or a deed-in-lieu of Foreclosure on a
Mortgage Loan.



     “Risk Review Process” has the meaning provided in Section 7.2(a).



     “Servicer” means the party contractually obligated to administer Servicing Rights
under the Servicing Agreement.



     “Servicing Agreement” means the MSSC, the Guide, and the Applicable Requirements
and/or any other agreement between Servicer or Subservicer and Fannie Mae, including, without
limitation, the SRA, with respect to the servicing of the Assets to which the Servicing Rights
pertain.



     “Servicing Fees” means those fees payable to a Servicer for servicing the Mortgage
Loan. Subservicer acknowledges and agrees with respect to the Mortgage Loans subject to this
Agreement that the Servicing Fees are the sole property and interest of Fannie Mae.



     “Servicing File” means with respect to each Asset, the file typically retained by a
servicer consisting of the related credit and closing packages, disclosures, copies or originals of
Custody Documents, and all other files, books, records and documents typically retained by a
servicer in accordance with Applicable Requirements and evidence that the Asset has been serviced
in accordance with Applicable Requirements, and comply with Applicable Requirements regarding the
Mortgage Files to be maintained by the Servicer of the Assets. The Servicing File shall consist of
originals of all documents in the Mortgage File which are not delivered to the Document Custodian
and copies of those Mortgage File documents which are delivered to the Document Custodian and are
necessary to service the Assets.



     “Servicing Rights” means the rights and obligations of Servicer to Fannie Mae under
the Servicing Agreement with respect to the Assets.



A-6









 





     “SMBS Mortgage Loan” means any Mortgage Loan where an Excess Servicing Fee has been
securitized as identified by Fannie Mae.



     “Strategic Relationship Agreement (“SRA”)” means the strategic relationship agreement
between Nationstar Mortgage LLC and Fannie Mae, dated as of December 16, 2009.



     “Standard Remittances” means those remittances relating to Mortgage Loans accounted
under the “standard” remittance cycle, as referenced in the Guide, to the extent the same represent
“actual” principal or interest collected with respect to a Mortgage Loan.



     “Subservicer” has the meaning provided in the introductory paragraph of this
Agreement.



     “Subservicing Appendix” has the meaning provided Section 2.2(b).



     “Subservicing Fees” means the fees set forth on the applicable Subservicing Appendix,
which includes base fees, incentive fees, boarding fees, due diligence fees and termination fees.



     “Transfer Date” means with respect to the Assets listed on the Asset List for a
Subservicing Appendix, the date identified in such Subservicing Appendix.




A-7












 





EXHIBIT B




[FORM OF SUBSERVICING APPENDIX]



               This SUBSERVICING APPENDIX (this “Subservicing Appendix”), dated as of [______], 20[__],
accompanies and supplements a certain Subservicing Agreement (the “Agreement”), dated as of
[______], 2010, by and between Nationstar Mortgage, LLC (the “Subservicer”), and Fannie Mae.





	 	1.	 	Pursuant to Section 2.2(b) of the Agreement and this Subservicing Appendix, on
and after the Transfer Date identified below, the Subservicer agrees to subservice the
Mortgage Loans listed on Schedule I in accordance with the provisions of the Agreement
and for the fees set forth herein.
	 
	 	2.	 	Immediately prior to the Transfer Date the Mortgage Loans listed on Schedule I
have been serviced by the Prior Servicer identified below.






	 	a.	 	Prior Servicer: ____________________________
	 
	 	b.	 	Transfer Date: ____________________________
	 
	 	c.	 	The monthly Base Subservicing Fees shall vary based on the
status of the Mortgage Loans, as of the last day of the calendar month
preceding the month of subservicing, as follows:





	 	 	 	 	 
	Status	 	Fees	 
	Current
	 	$	_____	 
	30 to 60 days delinquent
	 	$	_____	 
	61 or more days delinquent
	 	$	_____	 
	In bankruptcy or foreclosure (in lieu of, and not in addition to,
fees which would apply above)
	 	$	_____	 







	 	d.	 	The Base Subservicing Fees for a month shall be paid monthly
based on the count of active Mortgage Loans as of the end of the calendar month
preceding the month of servicing. A Mortgage Loan shall be deemed to no longer
be active on the date on which any of the following events occur: (a) the
Mortgage Loan is paid in full; (b) an agreed upon short payoff has been
received; (c) a deed in lieu of foreclosure has been received; or (d) a
Foreclosure sale occurs and court confirmation thereof is received.
Subservicer acknowledges that its obligations under this Agreement with respect
to an Asset may continue after the date on which such Asset ceases to be
active, as provided above, and is no longer counted in the calculation of the
Subservicing Fees.




B-1









 












	 	3.	 	The Agreement is intended to and does serve as a master or base agreement for
the subservicing of the Mortgage Loans listed on Schedule I. This Subservicing
Appendix shall be incorporated into the Agreement and deemed a part of the Agreement.
	 
	 	4.	 	This Subservicing Appendix may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall constitute one and
the same instrument.





                   IN WITNESS WHEREOF, the Subservicer and Fannie Mae have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	NATIONSTAR MORTGAGE, LLC

Subservicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FANNIE MAE 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-2









 






	 	 	 	 	 



SCHEDULE I

To Subservicing Appendix




LIST OF MORTGAGE LOANS



B-3









 





EXHIBIT C




REPORTS


Without limiting the requirements for reporting as provided in any sections of the Agreement,
whether or not listed in this Exhibit, Subservicer will provide the following reports in accordance
with the timing specified in the Agreement or, absent such specification, within five (5) Business
Days following each calendar month-end:





	 	1.	 	Written customer complaint report described in Section 2.5.
	 
	 	2.	 	Subservicing Fees reports described in Section 3.3(a).
	 
	 	3.	 	Such reports to support the due diligence functions in Section 4.3.
	 
	 	4.	 	Mortgage Loan Schedule of all unscheduled and ad hoc reports required under the terms
of the Agreement




C-1









 










EXHIBIT C-1




DATA DICTIONARY



(See Attached).



C-1-1









 











Table of Contents




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Required
	Priority	 	Owner	 	Description:	 	Frequency:	 	Required Naming Convention:	 	Elements
	1
	 	NSO/SFO	 	Daily Collections Detail	 	Daily	 	DailyCollection_Daily_<Servicer  

Name_<MMDDYYYY>.csv	 	30
	2
	 	NSO	 	Corporate and Escrow Advance	 	Depending on Settlement	 	CorpTIAdv_Daily_<Servicer

 Name_<MMDDYYM.csv	 	20
	3
	 	NSO	 	Corporate and Escrow Recoveries	 	Depending on Settlement	 	CorpTIRecovery_Daily_servicer Name>_<MMDDYYYY>.csv	 	20
	4
	 	NSO	 	Trial Balance	 	Monthly	 	TrialBalWeekly<Servicer 

Name><MMDDYYYY>.csv	 	18
	5
	 	NSO	 	571 Claims File	 	Daily	 	ClaimsFile_Daily_<Servicer Name>_<MMDDYYYY>.csv	 	13
	6
	 	NSO	 	Loan Population / Boarding File	 	At Transfer	 	BoardingFile_Daily_Servicer Name><MMDDYYYY>.csv	 	19
	7
	 	NSO/SFO	 	P&I Advance Detail - S/S	 	2 Business Days Prior to Draft	 	AdvDetail_Daily_<Servicer Name><MMDDYYYY>.csv	 	21
	8
	 	NSO/SFO	 	P&I Recoveries Detail - S/S	 	Depending on Settlement	 	Recovery_Daily_<Servicer Name>_<MMDDYYYY>.csv	 	19
	9
	 	SFO	 	Remittance Detail	 	2 Business Days Prior to Draft	 	RemitDetail_Daily_<Servicer Name>_<MMDDYYYY>.csv	 	37
	10
	 	SFO	 	Delinquency Detail	 	Bi-Monthly	 	DeliDetailWeekly_Servicer Name>_<MMDDYYYY>.csv	 	22
	11
	 	SFO	 	Interest Shortfall	 	Monthly	 	IntShortfall_Monthly_<Servicer Name>_<MMDDYYYY>.csv	 	17
	12
	 	SFO	 	P&I Draft Summary	 	2 Business Days Prior to Draft	 	DraftSummary_Weekly_<Servicer Name>_<MMDDYYYY>.csv	 	13
	13
	 	SFO	 	P&I Loans Brought Current -S/S	 	Monthly	 	LoanCurrent_Monthly_<Servicer Name>_MMDDYYYY>.csv	 	18
	 
	 	 	 	 	 	 	 	 	 	267






-Files must be tab delimited.csv format

-Header rows are not case sensitive




2









 










	 	 	 	 	 

	Program:

	 	EAF and Sub-Servicer
	 	Escrow: One record per transaction
	Description:

	 	Corporate and Escrow Advance
	 	Corp: One record per 571 code per transaction
	Frequency:

	 	5 business days prior to settlement date	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	CorpTIAdv_Daily_<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	NSO	 	 






	 	 	 	 	 	 	 
	20	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X
	 	Master Servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Sub-servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Previous Servicer Number	 	<TEXT>	 	Legacy servicer’s FNMA seller/servicer ID
	X
	 	Program Type	 	<TEXT>	 	EAF or SUB
	X
	 	Branch ID	 	<TEXT>	 	FNMA Branch ID identifier
	X
	 	Investor Number	 	<TEXT>	 	Number associated with the pool of loans
	X
	 	FNMA Loan Number	 	<TEXT>	 	Unique 10 digit loan number assigned by FNMA
	X
	 	Servicer Loan Number	 	<TEXT>	 	Loan number assigned by servicer
	X
	 	Effective Date	 	<MM/DD/YYYY>	 	Effective date of the data
	X
	 	Next Payment Due Date	 	<MM/DD/YYYY>	 	Due date of loan after last payment received
	X
	 	Current UPB	 	<Number as Decimal> <#########.##	 	UPB after transaction
	X
	 	Advance Date Incurred	 	<MM/DD/YYYY>	 	Date servicer required advance
	X
	 	FNMA Advance Date	 	<MM/DD/YYYY>	 	Date FNMA advances funds to servicer
	X
	 	Advance Type	 	<TEXT>	 	LEGC, LEGE, CORP, ESCR, CMOD, EMOD, SCRA, LCLM, 571C, 571E, GFEE, LPMI, ESFEE, PROV
	X
	 	FNMA Trans Code	 	<TEXT>	 	571 Code assigned to identify transaction
	X
	 	Servicer Trans Code	 	<TEXT>	 	Servicer code assigned to identify transaction
	X
	 	Servicer Advance Amount	 	<Number as Decimal> <#########.##>	 	Total amount of advance
	X
	 	Transaction Amount Advanced	 	<Number as Decimal> ####.####>	 	Servicer advance amount itemized by 571 code
	X
	 	FNMA Advance Rate	 	<Number as Decimal> <#####.#####	 	FNMA advance rate
	X
	 	FNMA Advance Amount	 	<Number as Decimal> <#########.##	 	Transaction amount advanced x FNMA advance rate






3









 











	 	 	 	 	 

	Program:

	 	EAF and Sub-Servicer
	 	Escrow: One record per transaction
	Description:

	 	Corporate and Escrow Recovery
	 	Corp: One record per 571 code per transaction
	Frequency:

	 	5 business days prior to settlement date	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	CorpTlRecovery_Daily_<Servicer
Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	NSO	 	 






	 	 	 	 	 	 	 
	20	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X
	 	Master Servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Sub-servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Previous Servicer Number	 	<TEXT>	 	Legacy servicer’s FNMA seller/servicer ID
	X
	 	Program Type	 	<TEXT>	 	EAF or SUB
	X
	 	Branch ID	 	<TEXT>	 	FNMA Branch ID identifier
	X
	 	Investor Number	 	<TEXT>	 	Number associated with the pool of loans
	X
	 	FNMA Loan Number	 	<TEXT>	 	Unique 10 digit loan number assigned by FNMA
	X
	 	Servicer Loan Number	 	<TEXT>	 	Loan number assigned by servicer
	X
	 	Effective Date	 	<MM/DD/YYYY>	 	Effective date of the data
	X
	 	Next Payment Due Date	 	<MM/DD/YYYY>	 	Due date of loan after last payment received
	X
	 	Current UPB	 	<Number as Decimal> <#########.##>	 	UPB after transaction
	X
	 	Date Received Payment	 	<MM/DD/YYYY>	 	Date servicer received payment
	X
	 	FNMA Recovery Date	 	<MM/DD/YYYY>	 	Date the recovery is deposited into FNMA bank account
	X
	 	Recovery Type	 	<TEXT>	 	LEGC, LEGE, CORP, ESCR, CMOD, EMOD, SCRA, LCLM, 571C, 571E, GFEE, LPMI, ESFEE, PROV
	X
	 	FNMA Trans Code	 	<TEXT>	 	571 Code assigned to identify transaction
	X
	 	Servicer Trans Code	 	<TEXT>	 	Servicer code assigned to identify transaction
	X
	 	Total Recovery Amount	 	<Number as Decimal> <#########.##>	 	Total amount of recovery
	X
	 	Servicer Amount Recovered	 	<Number as Decimal> <########.##>	 	Corp: Total recovery amount itemized by 571

 code - Escrow: Total
	X
	 	FNMA Advance Rate	 	<Number as Decimal> <#####.#####>	 	FNMA advance rate
	X
	 	FNMA Amount Recovered	 	<Number as Decimal> <########.##>	 	Servicer amount recovered x FNMA advance rate






4









 











	 	 	 	 	 

	Program:

	 	EAF and Sub-Servicer
	 	One record per advance type
	Description:

	 	P&I Advance Detail	 	 
	Frequency:

	 	Depending on Settlement	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	AdvDetail_Daily_<Servicer Name>_<MMDDYYTY>.csv	 	 
	Business Owner:

	 	EAF: NSO/SF Ops SUB: SF Ops	 	 






	 	 	 	 	 	 	 
	18	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X
	 	Master Servicer  Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Sub-servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Previous Servicer Number	 	<TEXT>	 	Legacy servicer’s FNMA seller/servicer ID
	X
	 	Program Type	 	<TEXT>	 	EAF or SUB
	X
	 	Advance Type	 	<TEXT>	 	SSPI (scheduled/scheduled)
	X
	 	FNMA Status Code	 	<TEXT>	 	See legend for examples
	X
	 	Branch ID	 	<TEXT>	 	FNMA Branch ID identifier
	X
	 	Investor Number	 	<TEXT>	 	Number associated with the pool of loans
	X
	 	Effective Date	 	<MM/DD/YYYY>	 	Effective date of the data
	X
	 	FNMA Loan Number	 	<TEXT>	 	Unique 10 digit loan number assigned by FNMA
	X
	 	Servicer Loan Number	 	<TEXT>	 	Loan number assigned by servicer
	X
	 	FNMA Remittance Type	 	<TEXT>	 	SS, SA, MBS, MRS, RPM, EXP
	X
	 	Current UPB	 	<Number as Decimal> <#########.##>	 	UPB after transaction
	X
	 	Next Payment Due Date	 	<MM/DD/YYYY>	 	Due date of loan after last payment received
	X
	 	Last Paid Installment Date	 	<MM/DD/YYYY>	 	The last installment paid
	X
	 	FNMA Advance Date	 	<MM/DD/YYYY>	 	Date Trust account is funded for shortages prior to FNMA draft date
	X
	 	Advance Amount	 	<Number as Decimal> <#########.##>	 	SSPI: Scheduled P&I pmt due on a delinquent (S/S) loan multiplied by FNMA advance rate (net interest)
	X
	 	Scheduled P&I Payment	 	<Number as Decimal> <#######.##>	 	Scheduled amount of P&I due at remit (net interest)
	 
	 	Interest Type	 	<TEXT>	 	Amortization Type of Loan
	 
	 	Interest Only in Reporting Month	 	<TEXT>	 	Interest only identifier
	 
	 	Current Interest Rate	 	<Number as Decimal> <#####.#####>	 	Current interest rate on the loan
	 
	 	Loan Term	 	<Number>	 	Term of the loan









5









 












	 	 	 	 	 

	Program:

	 	EAF and Sub-Servicer
	 	One record for each transaction posted
	Description:

	 	P&I Recoveries Detail	 	 
	Frequency:

	 	Depending on Settlement	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	AdvDetail_Daily_<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	EAF: NSO / SF Ops SUB: SF Ops	 	 






	 	 	 	 	 	 	 
	19	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X
	 	Master Servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Sub-servicer Number	 	<TEXT>	 	9 digit number assigned by FNMA
	X
	 	Previous Servicer Number	 	<TEXT>	 	Legacy servicer’s FNMA seller/servicer ID
	X
	 	Program Type	 	<TEXT>	 	EAF or SUB
	X
	 	FNMA Status Code	 	<TEXT>	 	See legend for examples
	X
	 	Branch ID	 	<TEXT>	 	FNMA Branch ID identifier
	X
	 	Investor Number	 	<TEXT>	 	Number associated with the pool of loans
	X
	 	Effective Date	 	<MM/DD/YYYY>	 	Effective date of the data
	X
	 	FNMA Loan Number	 	<TEXT>	 	Unique 10 digit loan number assigned by FNMA
	X
	 	Servicer Loan Number	 	<TEXT>	 	Loan number assigned by servicer
	X
	 	FNMA Remittance Type	 	<TEXT>	 	SS, SA, MBS, MRS, RPM, EXP
	X
	 	Current UPB	 	<Number as Decimal> <#########.## >	 	UPB after transaction
	X
	 	Next Payment Due Date	 	<MM/DD/YYYY>	 	Due date of loan after last payment received
	X
	 	Last Paid Installment Date	 	<MM/DD/YYYY>	 	The last installment paid
	X
	 	Date Payment Received	 	<MM/DD/YYYY>	 	Date payment was received by servicer
	X
	 	Total Payment Received	 	<Number as Decimal> <#########.##>	 	Total transaction amount posted to the loan (ties to clearing account)
	 
	 	Total P&I Collections	 	<Number as Decimal> <#########.##>	 	Per transaction, pays down advance (net interest)
	X
	 	FNMA Recovery Date	 	<MM/DD/YYYY>	 	Date the recovery is deposited into FNMA bank account
	X
	 	Recovery Type	 	<TEXT>	 	SSPI
	X
	 	Amount FNMA Recovered	 	<Number as Decimal>

<########.## >	 	Total P&I Collections x advance rate (net interest)







6











 










	 	 	 	 	 

	Program

	 	EAF and Sub-Servicer
	 	One record per loan
	Description:

	 	P&I Loans Brought Current	 	 
	Frequency:

	 	Monthly	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	LoanCurrent_Monthly<Servicer
Name>_<MMDDYYTY>.csv	 	 
	Business Owner:

	 	SF Ops	 	 






	 	 	 	 	 	 	 
	18	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	 

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Current UPB
	 	<Number as
Decimal>
<#########.##>
	 	UPB after transaction
	X

	 	Next Payment Due Date
	 	<MM/DD/YYYY>
	 	Due date of loan after last payment received
	X

	 	Last Paid Installment Date
	 	<MM/DD/YYYY>
	 	The last installment paid
	X

	 	Date Payment Received
	 	<MM/DD/YYYY>
	 	Date payment was received by servicer
	X

	 	P&I Recovered
	 	<Number as
Decimal>
<#########.##>
	 	Total amount of P&I recovered within
reporting cycle
	X

	 	Principal Recovered
	 	<Number as
Decimal>
<#########.##>
	 	Total amount of principal recovered within
reporting cycle
	X

	 	Interest Recovered
	 	<Number as
Decimal>
<#########.##>
	 	Total amount of interest recovered within
reporting cycle






7









 











	 	 	 	 	 

	Program:

	 	EAF and Sub-Servicer
	 	One record per loan
	Description:

	 	Trial Balance	 	 
	Frequency:

	 	Monthly	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	TrialBal_Weekly_<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	NSO	 	 






	 	 	 	 	 	 	 
	18	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer
Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer
Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Current UPB
	 	<Number as
Decimal>
<#########.##>
	 	UPB after transaction
	X

	 	Next Payment Due Date
	 	<MM/DD/YYYY>
	 	Due date of loan after last payment received
	X

	 	Last Paid
Installment Date
	 	<MM/DD/YYYY>
	 	The last installment paid
	X

	 	P&I Advance Balance
	 	<Number as
Decimal>
<#########.##>
	 	Total outstanding P&I advance balance (net
Interest)
	X

	 	Corp Advance Balance
	 	<Number as
Decimal>
<#########.##>
	 	Total outstanding Corp advance balance
	X

	 	Escrow Advance
Balance
	 	<Number as
Decimal>
<#########.##>
	 	Total outstanding Escrow advance balance
	X

	 	Total Advance Balance
	 	<Number as
Decimal>
##########.##>
	 	Total outstanding advance balance (P&I +
Escrow Corp)






8









 











	 	 	 	 	 

	Program:

	 	Sub-Servicer
	 	One record per claim filed
	Description:

	 	571 Claims	 	 
	Frequency:

	 	Daily	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	ClaimsFile_Daily<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	NSO	 	 






	 	 	 	 	 	 	 
	11	 	 	 	 	 	 
	Required.	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	 

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Claim Amount
	 	<Number as
Decimal>
<#########.##
	 	Total Amount of the claim submitted to AMN






9









 











	 	 	 	 	 

	Program:

	 	Sub-Servicer
	 	One record for each transaction posted, reversals are negative
	Description:

	 	Daily Collections Detail
	 	*Report balances to bank statements (Clearing, P&I, T&I)
	Frequency:

	 	Daily	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	DailyCollection_Daily_<Servicer
Name>_MMDDYYYY.csv	 	 
	Business Owner:

	 	NSO / SF Ops	 	 






	 	 	 	 	 	 	 
	30	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer
Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Current UPB
	 	<Number as
Decimal>
<#########.##>
	 	UPB after transaction
	X

	 	Next Payment Due Date
	 	<MM/DD/YYYY>
	 	Due date of loan after last payment received
	X

	 	Last Paid Installment
Date
	 	<MM/DD/YYYY>
	 	The last installment paid
	X

	 	Date Payment Received
	 	<MM/DD/YYYY>
	 	Date payment was received by servicer
	X

	 	Payment Total Received
	 	<Number as
Decimal>
<#########.##>
	 	Transaction amount posted (ties to clearing
account)
	X

	 	Total P&I Collections
	 	<Number as
Decimal>
<#########.##>
	 	Principal and Net Interest for
transaction(ties to custodial account)
	X

	 	Total T&I Collections
	 	<Number as
Decimal>
<#########.##
	 	Escrow amount posted for transaction (ties to
T&I custodial account)
	X

	 	Suspense Amount
	 	<Number as
Decimal>
<##########.##>
	 	 Amount not applied to loan for transaction
	X

	 	Late Charges
	 	<Number as
Decimal>
<#########.##>
	 	Late charges applied to loan for transaction
	X

	 	Gross Interest
	 	<Number as
Decimal>
<#########.##>
	 	Gross interest amount collected for transaction
	X

	 	Net Interest
	 	<Number as
Decimal>
<#########.##>
	 	Net interest amount collected for transaction
	X

	 	Service Fee Rate
	 	<Number as
Decimal>
<#####.#####>
	 	Rate at which SF is calculated
	X

	 	Service Fee Amount
	 	<Number as
Decimal>
<#########.##>
	 	Service Fee amount collected for transaction
	X

	 	Pre-Paid Principal
	 	<Number as
Decimal>
<#########.##>
	 	Pre-paid principal collected for transaction
	X

	 	Pre-Paid Interest
	 	<Number as
Decimal>
<#########.##>
	 	Pre-paid interest collected for transaction
	X

	 	Pre-Paid Service Fee
	 	<Number as
Decimal>
<#########.##>
	 	Pre-paid service fee collected for transaction
	X

	 	Paid In Full Principal
	 	<Number as
Decimal>
<#########.##>
	 	Principal applied on paid-in-full loan for
transaction






10









 













	 	 	 	 	 	 	 
	30	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Paid In Full Interest
	 	<Number as
Decimal>
<#########.##>
	 	Interest applied on paid-in-full loan for
transaction
	X

	 	Curtailment
	 	<Number as
Decimal>
<#########.##>
	 	Unscheduled prin applied to reduce UPB for
transaction
	 

	 	Excess Service Fee Rate
	 	<Number as
Decimal>
<#####.#####>	 	 
	 

	 	Excess Service Fee
Amount
	 	<Number as
Decimal>
<##########.##>	 	 
	 

	 	IO Strip
	 	<Number as
Decimal>
<#########.##>	 	 







11












 










	 	 	 	 	 

	Program:

	 	Sub-Servicer
	 	One record for each delinquent payment
	Description:

	 	Delinquency Detail	 	 
	Frequency:

	 	Daily AdHoc (select remittance type)	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	DeliDetail_Weekly<Servicer Name><MMDDYYTY>.csv	 	 
	Business Owner:

	 	SF Ops	 	 






	 	 	 	 	 	 	 
	23	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number.
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Current UPB
	 	<Number as Decimal> <#########.##>
	 	UPB after last transaction posted
	X

	 	Next Payment Due Date
	 	<MM/DD/YYYY>
	 	Due date of loan after last payment received
	X

	 	Last Paid Installment Date
	 	<MM/DD/YYYY>
	 	The last installment paid
	X

	 	Delinquent P&1
	 	<Number as Decimal>
<##########.##>
	 	Principal and net interest due per payment
	X

	 	Delinquent Principal
	 	<Number as Decimal> <#########.##>
	 	Principal due per payment
	X

	 	Delinquent Interest
	 	<Number as Decimal> <#########.##>
	 	Net Interest due per payment
	X

	 	Delinquent Service Fee
	 	<Number as Decimal> <#########.##>
	 	Service fee due per payment
	X

	 	Delinquent Months
	 	<Number>
	 	Number of months of delinquent
	X

	 	Interest Type
	 	<TEXT>
	 	Amortization Type of Loan
	X

	 	Interest Only in Reporting Month
	 	<TEXT>
	 	Interest only identifier Y or N
	X

	 	Current Interest Rate
	 	<Number as Decimal> <#####.#####>
	 	Current interest rate on the loan
	X

	 	Loan Term
	 	<Number>
	 	Term of the loan
	 

	 	Excess Service Fee Rate
	 	<Number as Decimal> #########.##>	 	 
	 

	 	Excess Service Fee Amount
	 	<Number as Decimal> <#########.##>	 	 
	 

	 	IO Strip
	 	<Number as Decimal> <#########.##>	 	 






12









 











	 	 	 	 	 

	Program:

	 	Sub-Servicer
	 	One record per loan
	Description:

	 	Interest Shortfall	 	 
	Frequency:

	 	Monthly	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	IntShortfall_Monthly_<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	SF Ops	 	 






	 	 	 	 	 	 	 
	18	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Curtailment Adjustment
	 	<Number as Decimal> <#########.##>
	 	Interest shortfall caused from scheduled vs. actual interest collected
	X

	 	Curtailment
	 	<Number as Decimal> <#########.##>
	 	Unscheduled prin applied to reduce UPB for transaction
	X

	 	Scheduled P&I Payment
	 	<Number as Decimal> <#########.##>
	 	Scheduled amount of P&I due at remit
	X

	 	Scheduled Principal
	 	<Number as Decimal> <#########.##>
	 	Scheduled amount of principal due at remit
	X

	 	Scheduled Interest
	 	<Number as Decimal> <#########.##>
	 	Scheduled amount of interest due at remit
	X

	 	Interest Type
	 	<TEXT>
	 	Amortization Type of Loan
	X

	 	Current Interest Rate
	 	<Number as Decimal> <#########.##>
	 	Current interest rate on the loan






13









 











	 	 	 	 	 

	Program:

	 	Sub-Servicer
	 	One record per loan
	Description:

	 	Loan Population / Boarding File	 	 
	Frequency:

	 	At Transfer	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	BoardingFile_Daily<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	NSO	 	 






	 	 	 	 	 	 	 
	16	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	AA, SS, SA, MBS, MRS, RPM, EXP
	X

	 	Current UPB
	 	<Number as Decimal> <#########.##>
	 	UPB boarded at transfer
	X

	 	Next Payment Due Date
	 	<MM/DD/YYYY>
	 	Due date of loan after last payment received
	 

	 	Delinquent Principal
	 	<Number as Decimal> <#########.##>
	 	Principal due on loan at transfer
	 

	 	Delinquent Interest
	 	<Number as Decimal> <#########.##>
	 	Interest due on loan at transfer
	 

	 	Delinquent Service Fee
	 	<Number as Decimal> <##########.##>
	 	Service fee due on loan at transfer
	X

	 	Last Paid Installment Date
	 	<Number>
	 	The last installment paid
	 

	 	P&I Advance Balance
	 	<Number as Decimal> <#########.##>
	 	Legacy P&I advance balance at transfer
	X

	 	Corp Advance Balance
	 	<Number as Decimal> <#########.##>
	 	LegacyCorp advance balance at transfer
	X

	 	Escrow Advance Balance
	 	<Number as Decimal> <#########.##>
	 	Legacy Escrow advance balance at transfer
	X

	 	Total Advance Balance
	 	<Number as Decimal> <#########.##>
	 	Total outstanding advance balance (P&I + Escrow Corp)
	X

	 	Gfee Rate
	 	<Number as Decimal> <#########.##>
	 	Rate at which Gfee is calculated






14









 











	 	 	 	 	 

	Program:

	 	Sub-Servicer
	Description:

	 	P&I Draft Summary
	Frequency:

	 	Bi-Monthly
	File Type:

	 	Tab delimited csv file
	File Name:

	 	DraftSummary_Weekly_<Servicer Name>_<MMDDYYYY>.csv
	Business Owner:

	 	SF Ops






	 	 	 	 	 	 	 
	14	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Draft Date
	 	<MM/DD/YYYY>
	 	Date FNMA drafts remittance amount
	X

	 	Reclass DLRS Credits
	 	<TEXT>	 	 
	X

	 	MBS P&I Draft Amount
	 	<Number as Decimal> <#########.##>
	 	Total MBS Draft Amount
	X

	 	MRS P&I Draft Amount
	 	<Number as Decimal> <#########.##>
	 	Total MRS Draft Amount
	X

	 	MBS P&I Advance Amount
	 	<Number as Decimal> <#########.##>
	 	Total MBS Advance Amount
	X

	 	MRS P&I Advance Amount
	 	<Number as Decimal> <#########.##>
	 	Total MRS Advance Amount
	X

	 	MBS Collections
	 	<Number as Decimal> <#########.##>
	 	Total MBS Collections
	X

	 	MRS Collections
	 	<Number as Decimal> <#########.##>
	 	Total MRS Collections






15









 











	 	 	 	 	 

	Program:

	 	Sub-Servicer
	 	One record per loan as of FNMA 
reporting cycle cut off 
	Description:

	 	Remittance Detail	 
	Frequency:

	 	2 Business Days Prior to Draft	 	 
	File Type:

	 	Tab delimited csv file	 	 
	File Name:

	 	RemitDetail_Daily_<Servicer Name>_<MMDDYYYY>.csv	 	 
	Business Owner:

	 	SF Ops	 	 






	 	 	 	 	 	 	 
	36	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Master Servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Sub-servicer Number
	 	<TEXT>
	 	9 digit number assigned by FNMA
	X

	 	Previous Servicer Number
	 	<TEXT>
	 	Legacy servicer’s FNMA seller/servicer ID
	X

	 	Program Type
	 	<TEXT>
	 	EAF or SUB
	X

	 	FNMA Status Code
	 	<TEXT>
	 	See legend for examples
	X

	 	Branch ID
	 	<TEXT>
	 	FNMA Branch ID identifier
	X

	 	Investor Number
	 	<TEXT>
	 	Number associated with the pool of loans
	X

	 	Effective Date
	 	<MM/DD/YYYY>
	 	Effective date of the data
	X

	 	FNMA Loan Number
	 	<TEXT>
	 	Unique 10 digit loan number assigned by FNMA
	X

	 	Servicer Loan Number
	 	<TEXT>
	 	Loan number assigned by servicer
	X

	 	FNMA Remittance Type
	 	<TEXT>
	 	SS, SA, MBS, MRS, RPM, EXP ,
	X

	 	FNMA Remittance Amount
	 	<Number as Decimal> <#########.##>
	 	Amount remitted to FNMA
	X

	 	Beginning UPB
	 	<Number as Decimal> <#########.##>
	 	UPB prior to transaction
	X

	 	Current UPB
	 	<Number as Decimal> <#########.##>
	 	UPB at reporting cycle close
	X

	 	Next Payment Due Date
	 	<MM/DD/YYYY>
	 	Due date of loan after last payment received
	X

	 	Last Paid Installment Date
	 	<MM/DD/YYYY>
	 	The last installment paid
	X

	 	P&I Constant
	 	<Number as Decimal> <#########.##>
	 	Principal and Gross Interest
	X

	 	Principal
	 	<Number as Decimal> <#########.##>
	 	Principal remitted or due
	X

	 	Net Interest
	 	<Number as Decimal> <#########.##>
	 	Net interest remitted or due
	X

	 	Service Fee Rate
	 	<Number as Decimal> <######.#####>
	 	Rate at which SF is calculated
	X

	 	Service Fee Amount
	 	<Number as Decimal> <#########.##>
	 	Service Fee due to FNMA
	X

	 	Gfee Rate
	 	<Number as Decimal> <#####.#####>
	 	Rate at which Gfee is calculated
	X

	 	Gfee Amount
	 	<Number as Decimal> <#########.##>
	 	Gfee remitted or due
	X

	 	LPMI
	 	<Number as Decimal> <#########.##>
	 	Lender paid mortgage insurance premium due
	X

	 	Interest on Curtailment Adj
	 	<Number as Decimal> <#########.##>
	 	Adjustment applied to curtailment
	X

	 	Paid in full Principal
	 	<Number as Decimal> <#########.##>
	 	Paid-in-full principal remitted or due
	X

	 	Paid in full Interest
	 	<Number as Decimal> <#########.##>
	 	Paid-in-full interest remitted or due
	X

	 	Paid in Full Interest Adjustment
	 	<Number as Decimal> <#########.##>
	 	Interest adjustment from interest shortfall on paid-in-full loan






16









 










	 	 	 	 	 	 	 
	36	 	 	 	 	 	 
	Required	 	Business Name	 	Allowable Values	 	Description
	X

	 	Curtailment
	 	<Number as Decimal> <#########.##>
	 	Unscheduled prin applied to reduce UPS
	X

	 	FNMA Remittance Date
	 	<MM/DD/YYYY>
	 	Date funds drafted by FNMA
	X

	 	Current Scheduled UPB
	 	<Number as Decimal> <#########.##>
	 	Scheduled UPB after transaction
	X

	 	Scheduled P&I Payment
	 	<Number as Decimal> <#########.##>
	 	Scheduled amount of P&I due at remit
	X

	 	Interest Type
	 	<TEXT>
	 	Amortization Type of Loan
	X

	 	Interest Only In Reporting Month
	 	<TEXT>
	 	Interest only identifier Y or N
	X

	 	Current Interest Rate
	 	<Number as Decimal> <#########.##>
	 	Current interest rate on the loan
	X

	 	Loan Term
	 	<Number>
	 	Term of the loan
	 

	 	Excess Service Fee Rate
	 	<Number as Decimal> <##########.##>	 	 
	 

	 	Excess Service Fee Amount
	 	<Number as Decimal> <#########.##>	 	 
	 

	 	IO Strip
	 	<Number as Decimal> <#########.##>	 	 






17









 











Data Dictionary Legend




	 	 	 
	FNMA Status Codes
	Code	 	Description
	  0

	 	Current/Active/Standard Default
	12

	 	Relief provisions
	15

	 	Bankruptcy/litigation
	20

	 	Referred for deed-in-lieu or assignment
	30

	 	Referred for foreclosure
	59

	 	Out of Portfolio (OOPs) repurchases
	60

	 	Liquidated — Payoff
	65

	 	Liquidated — Repurchase
	66

	 	Liquidated — MBS substitution
	70

	 	Liquidated — Held for sale
	71

	 	Liquidated — 3rd party sale/condemnation
	72

	 	Liquidated — Pending conveyance
	74

	 	Assigned to Federal Housing Administration (FHA)/ Veterans Administration (VA)
	80

	 	Liquidated — Sold to Private Label Security
	90

	 	Loan liquidated in error and read to book of business source system. Not represent an actual loan liquidation.
	91

	 	Dissolution. Loan erroneously entered on source system and required to be liquidated to remove from source systems.
	99

	 	Other/error






	 	 	 
	Advances/Recoveries Type
	Code	 	Description
	LEGC

	 	Legacy Servicer Corporate Advances/Recoveries
	LEGE

	 	Legacy Servicer Escrow Advances/Recoveries
	CORP

	 	On-going Corporate Advances/Recoveries
	ESCR

	 	On-going Escrow Advances/Recoveries
	CMOD

	 	Capitalized Corporate Advances/Recoveries as a result of modification
	EMOD

	 	Capitalized Escrow Advances/Recoveries as a result of modification
	SCRA

	 	Soldiers and Sailors Buydown expenses
	LCLM

	 	Legacy Corporate Advances/Recoveries which a claim will be requested from the legacy servicer
	571C

	 	Corporate Recoveries paid thru 571 process
	571E

	 	Escrow Recoveries paid thru 571 process






	 	 	 
	FNMA Remittance Type
	Code	 	Description
	AA

	 	Actual/Actual
	SS

	 	Scheduled/Scheduled
	SA

	 	Scheduled/Actual
	MBS

	 	Mortgage Backed Security
	MRS

	 	Mortgage Remittance System
	RPM

	 	Rapid Payment Method
	EXP

	 	Express






18









 











	 	 	 	 	 
	571 Codes
	Code	 	Description,	 	Category
	  20

	 	Foreclosure Fee (20)
	 	Attorney
	  21

	 	Bankruptcy Fee (21)
	 	Attorney
	  22

	 	Deed In Lieu Fee (22)
	 	Attorney
	  23

	 	Possessory/Eviction Fee (23)
	 	Attorney
	  24

	 	Summary Judgment Fee (24)
	 	Attorney
	  25

	 	Proceeding Subsequent Fee (25)
	 	Attorney
	  26

	 	Fannie Mae-Approved Additional Fees (26)
	 	Attorney
	  29

	 	Unclassified Attorney Fees (29)
	 	Attorney
	  39

	 	Unclassified Additional Fees (39)
	 	Attorney
	  40

	 	Certified Mail Costs (40)
	 	Foreclosure Costs
	  41

	 	Eviction Costs (41)
	 	Foreclosure Costs
	  42

	 	Posting Costs (42)
	 	Foreclosure Costs
	  43

	 	Costs of Announcing Postponement (43)
	 	Foreclosure Costs
	  44

	 	Publication Notice Costs (44)
	 	Foreclosure Costs
	  45

	 	Recordation Costs: Notice of Default (45)
	 	Foreclosure Costs
	  46

	 	Recordation Costs: Substitution Trustee (46)
	 	Foreclosure Costs
	  47

	 	Recordation Costs: Sheriffs Deed (47)
	 	Foreclosure Costs
	  48

	 	Sheriffs Fees & Costs (48)
	 	Foreclosure Costs
	  49

	 	Trustee Sale (49)
	 	Attorney
	  50

	 	Cost of Title Examination/Abstract (50)
	 	Foreclosure Costs
	  51

	 	Cash for Keys/Relocation Expense (51)
	 	Foreclosure Costs
	  52

	 	Moving and Storage (52)
	 	Foreclosure Costs
	  59

	 	Unclassified Foreclosure Cost & Expense (59)
	 	Foreclosure Costs
	  60

	 	Hazard Premium (60)
	 	Insurance
	  61

	 	MI Premium (61)
	 	Insurance
	  62

	 	Flood Premium (62)
	 	Insurance
	  63

	 	Title Insurance (63)
	 	Insurance
	  64

	 	Dues (64)
	 	Owners Association
	  69

	 	Unclassified Dues (69)
	 	Owners Association
	  80

	 	Appraisal (80)
	 	Appraisal
	  89

	 	Unclassified Appraisal Fees (89)
	 	Appraisal
	100

	 	Broker’s Price Opinion (100)
	 	Appraisal
	120

	 	Property Inspection Fees (120)
	 	Appraisal
	140

	 	Electricity (140)
	 	Utility
	141

	 	Gas (141)
	 	Utility
	142

	 	Water (142)
	 	Utility
	149

	 	Unclassified Utility (149)
	 	Utility
	200

	 	Boarding Up (200)
	 	Property Preservation
	201

	 	Cleaning — Periodic (201)
	 	Property Preservation
	202

	 	Landscaping — Periodic (202)
	 	Property Preservation
	203

	 	Locksmith (203)
	 	Property Preservation
	204

	 	Maintenance/Yard Work (204)
	 	Property Preservation
	205

	 	Repairs — Miscellaneous (205)
	 	Property Preservation
	206

	 	Termite Treatment/Inspection (206)
	 	Property Preservation
	207

	 	Trash Removal (207)
	 	Property Preservation
	209

	 	Unclassified Property Preservation Fees (209)
	 	Property Preservation
	220

	 	Closing Costs (220)
	 	Miscellaneous
	240

	 	Workout Fee (240)
	 	Miscellaneous
	250

	 	Participation (250)
	 	Miscellaneous






19









 









	 	 	 	 	 
	571 Codes
	Code	 	Description,	 	Category
	260

	 	Other (260)
	 	Miscellaneous
	280

	 	Escrow Balance (280)
	 	Deductible
	281

	 	Hazard Refund (281)
	 	Deductible
	282

	 	Rental Proceeds (282)
	 	Deductible
	283

	 	Other Credits (283)
	 	Deductible
	290

	 	Cleaning — Initial (290)
	 	Property Preservation
	291

	 	Landscaping — Initial (291)
	 	Property Preservation
	292

	 	Trash Dumping Fees (292)
	 	Property Preservation
	293

	 	Winterization/De-winterization (293)
	 	Property Preservation
	294

	 	Snow Removal (294)
	 	Property Preservation
	295

	 	Swimming Pool — Initial Service (295)
	 	Property Preservation
	296

	 	Swimming Pool — Periodic Service (296)
	 	Property Preservation
	297

	 	Minor Repairs — Swimming Pool (297)
	 	Property Preservation
	298

	 	Minor Repairs — Sprinkler Service (298)
	 	Property Preservation
	299

	 	Minor Repairs — HVAC Service (299)
	 	Property Preservation
	301

	 	Service Fee (301)
	 	Property Preservation
	502

	 	Unclassified Taxes (502)
	 	Taxes
	504

	 	State Tax (504)
	 	Taxes
	505

	 	County Tax (505)
	 	Taxes
	506

	 	City Tax (506)
	 	Taxes
	507

	 	Property Tax (507)
	 	Taxes
	508

	 	Ground Rent Tax (508)
	 	Taxes
	509

	 	School Tax (509)
	 	Taxes
	510

	 	Sewer Tax (510)
	 	Taxes
	511

	 	Other Tax (511)
	 	Taxes







20











 





EXHIBIT D




TERMINATION FEES



	 	 	 	 	 
	 	 	Bulk	 	Terminated
	Termination for Convenience Fee	 	Transfers	 	Portfolio Transfers
	Within 1 Year of Transfer

	 	[***]
	 	[***]
	 
	 	 	 	 
	> 1 Year but less or equal to 2 years of Transfer

	 	[***]
	 	[***]
	 
	 	 	 	 
	> 2 Year but less or equal to 3 years of Transfer

	 	[***]
	 	[***]
	 
	 	 	 	 
	Greater than 3 years from Transfer

	 	[***]
	 	[***]






Fee Schedule is applicable to pools in excess of $250 million. Pools less than $250 million

shall only incur a [***] per account fee regardless of length of time since transfer.



Termination Fee for Convenience will be waived if transferred pool is substantially replaced

within six (6) months of the respective transfer date.





 




			
	***	 	Note: Confidential treatment has been requested
with respect to the information contained within the [***] marking. Such
portions have been omitted from this filing and have been filed separately with
the Securities and Exchange Commission.




D-1









 










EXHIBIT E




MAXIMUM ANCILLARY FEES




E-1









 




This is
a list of maximum fees that may be assessed or collected. Actual fee
amounts that can be charged may be subject to local, state and federal Law and
the Fannie Mae Guides.




	 	 	 	 	 
	 	 	Maximum	 
	Fee or Item Description	 	Fee	 
	Payment Related fees
	 	 	 	 
	Check by phone
	 	 	[***]	 
	ACH
	 	 	[***]	 
	IVR Payment
	 	 	[***]	 
	Web Payment
	 	 	[***]	 
	Others
	 	 	[***]	 
	Amortization Schedule Fee
	 	 	[***]	 
	Assumption Fee
	 	 	[***]	 
	Copy of Loan Documents
	 	 	[***]	 
	Copy of Year End Statement (1098)
	 	 	[***]	 
	Credit Report
	 	 	[***]	 
	Dishonored or NSF Check
	 	 	[***]	 
	Duplicate Monthly Billing/Coupon
	 	 	[***]	 
	Fax Fee
	 	 	[***]	 
	Flood Research
	 	 	[***]	 
	Late Fee on loans current on repayment plans (Y/N)
	 	 	[***]	 
	Name Change
	 	 	[***]	 
	Overnight Mail
	 	 	[***]	 
	Partial Release of Lien
	 	 	[***]	 
	Payment History
	 	 	[***]	 
	Payoff Quotes
	 	 	[***]	 
	Recording Fee
	 	 	[***]	 
	Subordination
	 	 	[***]	 
	Tax Verification Letter
	 	 	[***]	 
	Verification of Mortgage
	 	 	[***]	 








 




			
	***	 	Note: Confidential treatment has been requested
with respect to the information contained within the [***] marking. Such
portions have been omitted from this filing and have been filed separately with
the Securities and Exchange Commission.






E-2