XYZ

1. XYZ Management Presentation June 15, 2015 This document and any attachments to it contain confidential business information intended solely for the recipients. Recipients are not authorized to forward or distribute it to any other party.

2. Agenda • Background • Summary of Findings • Roadmap and Plan for Loan-level Model • Next Steps Appendices • Details on Bifurcation of Issuer/Servicer • Recommendation Details, including detailed Cost/Benefit comparison ratings • Recap of Stakeholder meetings • Project Status Summary

3. Background • ______ has embarked on a multi-year effort to transform their Mortgage-Backed Securities (MBS) program and associated business process and technology to meet the demands of an increasingly complex environment. • ______’s overriding goal is to protect and preserve the utility, relevance, and successful track record of the MBS program. The white paper, <name of white paper>, illustrates the major issues impacting the program (banks versus non-depositories, liquidity, counterparty risk, etc); this paper also lays out areas in which ______ will be aggressive about changing its program and infrastructure to meet the evolving needs of the market. “______ Issuers who may wish to transfer servicing of specific loans within a pool are unable to do so today. Upgrading systems to provide loan level servicing and bond administration is an important strategic initiative for ______”.

4. Background: Engagement Summary Discovery Conduct current state analysis of the ______ pool-centric model and what it would take to move towards a model that is based on loan level data. Gap Analysis and Roadmap Leverage work completed to provide ______ senior leadership with a comprehensive gap analysis and roadmap of what it will take to convert ______ from a pool structure to a loan level structure business model, including the identification of policy, business process, systems and data gaps. The product of this effort will better position leadership to gain an understanding on the complexity of the change and provide them with a recommended solution to implementation

5. Background: Project Approach • Discovery • Work with ______ stakeholdersto obtain input and capture concerns and challenges; and review of current process flows; participant roles and responsibilities; and MBS guide • Consult with various stakeholders to obtain input from each respective program office and insuring agencies • Consult with PPA and contract representatives to obtain current state capacity focusing on pool issuance, monthly investor reporting and pool transfers. • Gap Analysis and Roadmap • Leverage the Loan-level Portfolio Assessment for the MBS Program crafted in prior task order-6. • Identify program and policy changes (Gap Analysis) that will have to be revised to allow for dividing pools. • Prepare a roadmap (White Paper), timeline and cost to implement the recommended approach. Prepare a Power Point presentation summarizing project scope, findings and next step recommendations. • Recap scope • Recap findings to set stage for summary analysis • Summarize recommended next steps, with alternatives if applicable, and provide layout of ______’s future in relation to the MBS industry if pool splitting post issuance is not adopted

6. Summary of Findings: Recap • The Unissant/Actualize team evaluated ______’s key current loan-level capabilities across policy, process, systems, data, and people in Q2 2015 as follows: No changes needed Significant changes needed Limited changes needed The Feasibility Study uncovered ____ would need to perform the roll-up function.

7. Summary of Findings: Gap Analysis • The Unissant/Actualize team was asked to review ___ policies, impacts to Issuers and to Document Custodians as well as interdependencies on the ongoing modernization effort. • ______ Policies/People • Initial policy review with OGC of moving to a loan-level structure yielded no significant road blocks in the ______ Charter. • The Code of Federal Regulations (CFRs) require a comprehensive analysis to identify impacts. • The MBS Guide and Guaranty Agreement require significant changes to replace Issuer with Servicer and pool with loan for servicing activities. • ______ will require additional resources to manage the loan level MSR transfers, particularly in the monthly roll-up and compliance areas. • Issuers • The primary need is to be able to transfer MSRs for existing (bulk) portfolios post-issuance (vs. MSR transfers at issuance), so efforts should be focused here. • Issuer’s costs will be to convert ______ to loan level to align with other industry participants; the costs of updating their systems/processes are significantly outweighed by the benefits.

8. Summary of Findings: Gap Analysis (continued) • Document Custodians • The ______ collateral/document custody operational model is generally based on long-standing policies and dated technology that requires upgrades. • Since the existing document custodian process with ______ is pool-based, Document Custodians must certify at the loan level and roll up to the pool to report status to ______. • Wholesale changes to streamline the certification process, including moving it to loan level, are recommended. Business Process Reengineering analysis must be performed prior to replatforming certification or the same process/issues will be perpetuated. Certification policies/processes must be streamlined and policies requiring additional documentation and reporting must be justified. • Adoption of loan-level business processes will be manageable for the Custodians to adopt since they already interact with at least one agency in this capacity. • Modernization • The modernization efforts complement the move to a loan-level structure. • The shift to loan level potentially touches several of the proposed modernization efforts, specifically to data projects, to systems projects. The loan-level MSR transfer program can run in parallel to the modernization work.

9. ______ Roadmap 2018 2017 2016 2015

10. Executive Summary Slide ______ must make a commitment to move from Pool to Loan or risk: a) implications of not providing Issuers the liquidity and flexibility they seek and b) potential rework by tabling the initiative and restarting later. Pool to Loan: Establish Post-Issuance MSR Transfer Capabilities (bulk) • Duration: 2 Years • Cost: $12.1 Million • Business Value: Issuers can transfer loan-level MSRs Key Impacts • ______ plays role of aggregator as identified in the Feasibility analysis • Issuer impacts are minimal since they already currently transfer loan-level MSRs for others. • The majority of the changes for Pool to Loan fall under Securities Operations. ______ Program at a Critical Juncture • Banks retreating from program • Modernization efforts underway to upgrade ______ infrastructure; loan level efforts can run in parallel

11. Objective, Principles and Phases • Objective • To transfer loan-level MSRs, removing pool level constraints. • Guiding Principles • Minimize disruption to the ______ modernization efforts and integrate where applicable. • Avoid big bang approach; divide the projects into manageable phases to achieve the greatest benefit to the market in the shortest timelines. • Phases • Pool to Loan: Establish Post- Issuance MSR Transfer Capabilities (bulk) • Issuerto Servicer: Bifurcation of Issuer and Servicer (recommended) • The costs, timelines, benefits of splitting the effort across multiple initiatives are covered in subsequent slides.

12. Pool to Loan Overview Pool to Loan:Establish Post-Issuance MSR Transfer Capabilities (bulk) Description • Revise the existing policies, processes and systems to develop loan level MSR transfer capabilities post-issuance. Timeline Q2 2017 Implementation (assuming near-term approval) Estimated Cost • $12.1 Million Scope • Create loan level Issuer data model • Refactor investor reporting system to roll-up multiple Issuers • Refactor system to allow loan transfers • Refactor Central Processing Transfer Agent (CPTA) to perform aggregation • Revise policy to reflect loan level MSR transfers across the impacted sections • Provide industry outreach, communications and training • The majority of the changes for Pool to Loan fall under Securities Operations.

13. Pool to Loan Overview (continued) • The following are the benefits for Pool to Loan Benefits • Value-added: Issuers realize the benefits of being able to transfer MSRs at the loan-level including added liquidity and flexibility. By addressing important Issuer needs, ______ enhances the appeal of its program which may in turn incent Issuers to commit to the program. • Time to market: Splitting the project into multiple phases accelerates time to market– two years instead of three if the Issuer to Servicer effort were tackled concurrently. • Minimizes interdependencies: Allows the ability to work in parallel with modernization projects, since it limits the systems impacts to a narrower scope. • Limits business impacts: Limits the modifications to policy since the role of the Issuer remains in place. Avoids modifications to ______ policies to introduce a Servicer role – this is important as it avoids radical changes to ______ culture (Issuer vs. Servicer) and rewrite of the MBS Guide. • Splitting the project into multiple phases accelerates time to market with minimal impact to policy while addressing the highest priorities for the industry (Bulk transfers) and reducing interdependencies with Modernization.

14. Detailed Work Stream Analysis 1 2 3 4 5 6 * Note: All projects follow ______ PPM to include life cycle phases such as system and data requirements, design, development, testing, and deployment activities

15. Timeline • Establish Post-Issuance MSR Transfer Capabilities (Bulk) with a Q2 2017 implementation.

16. Cost Summary • Estimated cost of $12.1M to convert Pool to Loan relationships • Project Costing Approach • Utilized Pert Methodology to Estimate Level Of Effort (i.e., staff months by role) • Costs were derived by utilizing a blended rate of $160 @ 160 hours per month • Estimated costs are project resources only. ______ Resource SMEs, Hardware/Software Costs are not included. • Note: Costs may significantly vary based on scope, approach, and the mix between ______ and contractor resources.

17. Work Stream 1 - Data Analysis/Restructuring In order for ______ to be able to transfer loan-level MSRs, the following data relationships need to be restructured from pool to loan. Current State Future State Security Security Pool • Pool ID • Issuer ID • Doc Custo Pool • Issuer • Doc Custodian • Subservicer • Issuer • Doc Custodian • Subservicer • Servicer (future) Loans Loans Note: Securities may be composed of multiple loan packages (MIP) or pools.

18. Work Stream 2 – Systems Development The future state of the ______ program allows the transfer of MSRs at the loan level– removing constraint of one Issuer per pool as per illustration below.

19. Work Stream 2 – System Development (continued) The post-issuance systems below will need to enhance their business rules and functional capabilities to allow for multiple Issuers owning loans within a pool. Pool transfer system CPTA Monthly Servicing File Investor reporting CDW Modernization OLTP OLTP

20. Work Streams 3 and 4– Policy, Industry Outreach, Communication & Training In addition to enhancing data and systems, communicating with the industry, revising policies, and providing external and internal training to stakeholders is necessary. Work Stream 3 Work Stream 4 • Create detailed policy document for Pool to Loan and obtain signoff • Rewrite MBS Guide, as applicable • Perform review of legal documents • Interview Issuers • Consult with vendors • Create and implement training plan • Develop a communication plan • Provide a timeline to the industry

21. Bifurcation (Issuer to Servicer) Overview • In addition to Pool to Loan, the Unissant/Actualize team recommends a subsequent initiative for Issuerto Servicer: Bifurcation of Issuer and Servicer Description • Revise the existing policies, processes and systems to develop loan level MSR transfer capabilities post-issuance. Timeline Q2 2018 Implementation Estimated Cost • $7.2 Million Scope • Discovery phase to assess full impacts of Issuer to Servicer conversion. • Design Issuer to Servicer data modeland Remap Issuer to Servicer. • Investor reporting system • Pool transfer system • Central Processing Transfer Agent (CPTA) • Rewrite policies to substitute Servicer for Issuer for servicing activities. • Provide industry outreach, communications and training

22. Bifurcation Benefits • The following are the benefits for Issuerto Servicer: Bifurcation of Issuer and Servicer. Benefits • Best practice: Aligns with the industry best practices which recognize the bifurcation of responsibilities between Originators/Lenders/Issuers and Servicing. Provides transparency regarding reps and warrants- a significant industry topic. • Specialization: Allows for the creation of specialized industry roles, such as Servicer only, Issuer only, aligning with the industry trend towards specialization. Specialized industry roles facilitate targeted reviews based on roles – a Servicer only review would not need to consider Issuance practices/policies. • Consistency: Leverages the same terminology used across the industry in both the primary and secondary markets. Utilities a more accurate term for servicing activities (e.g. versus Issuer which is a legal entity that develops, registers and sells securities for the purpose of financing its operations). • Reporting: Separating Issuer from Servicer provides more transparency for counterparty performance. With the initial focus on Pool to Loan, the decision to bifurcate Issuer/Servicer is not on the critical path and can be determined at a later date. The Unissant/Actualize team recommends this as a next step and views to shift to recognize servicing independent from issuing as inevitable. Additional details in the Appendix.

23. Future Efforts • The Unissant/ Actualize team recommended efforts be assessed, including the following: • Certification Reengineering • Identify changes to streamline the certification process, including moving it to loan level. Perform Business Process Reengineering analysis and recommend changes. One Factor File Perform analysis and recommend changes to accelerate the timelines for releasing the final factor file earlier in the month and retiring the current initial factor file. Data Collection • Assess timelines and approach for collecting additional data key to managing ______’s business process, such as in the default process. Industry Standardiz-ation Assess changes (policies/processes/systems) ______ should pursue to align with the industry but specific to ______ as Guarantor. Issuers do not want specialized processes which are costly and reduce the profitability of servicing. Quick Wins • Review ______ processes and policies to identify opportunities to enhance and streamline business processes for the benefit of ______ and their constituents. ______ is making improvements with the modernization efforts. It’s important to continue to build on those efforts by evaluating current processes and systems with a mindset of reengineering processes – this is a vital component of ______’s future success.

24. Next Steps Commit to moving forward with Loan Level Service Model. • üAlign with modernization • üBegin data analysis and modeling work • Develop proof of concept or Roll-up functionality (Aggregation) • Launch industry outreach interviews • Evaluate drafting multiple Issuer accounts and paying investors • Develop proof of concept for Loan Transfers Pool to Loan Work Streams • Bifurcation (Issuer to Servicer) • ______ management reviews and prioritizes Bifurcation (Issuer to Servicer) work streams. • Integrate Bifurcation concept with the ongoing review by the Subservicer workgroup. • Future Analysis, White paper, proofs of concepts, and management summaries • Decide next steps for future recommended analysis It’s recommended to continue the momentum of the Pool to Loan program; If the effort is delayed or cancelled, Issuers’ liquidity and flexibility needs would not be addressed, driving impacted ______ customers to pursue alternative avenues.

25. Questions

26. Appendix • Details on Bifurcation of Issuer/Servicer • Recommendation Details, including detailed Cost/Benefit comparison ratings • Recap of Stakeholder meetings • Project Status Summary

27. Bifurcation of Issuer/Servicer Project Details

28. Detailed Work Stream Analysis 7 8 9 10 11 12 * Note: All projects follow ______ PPM to include life cycle phases such as system and data requirements, design, development, testing, and deployment activities

29. Cost Summary • Estimated cost of $7.2M to Bifurcate Issuer/Servicer * Note: All projects follow ______ PPM to include life cycle phases such as system and data requirements, design, development, testing, and deployment activities

30. Timeline • Bifurcate Issuer/Servicer with a Q2 2018 implementation.

31. Appendix Additional Appendixes

32. Benefit / Cost Rating Framework * Note – unless otherwise noted, estimated costs are project resources only. ______ Resource SMEs, Hardware / Software Costs are not included. Costs may significantly vary based on scope, approach and the mix between ______ and Contractor resources.

33. Preliminary Comparison of Recommendation Costs and Benefits Rough Cost / Benefit Comparison 7 5 12 1 10 11 6 8 4 9 2 3 = highest efficiency impact = highest customer value = highest compliance impact = overall supporting impact Note: all project recommendations have some impact on the benefit categories

34. Pool to Loan: Cost / Benefit Comparison 1 2 3 4 5 6

35. Bifurcation: Cost / Benefit Comparison 7 8 9 10 11 12

36. Background: Stakeholder Meetings Note: Weekly Status Report meetings were held with working group members

37. ______ – Loan Level Requirements (TO – 7 Loan to Security)Status Report - 6/10/2015 Overall Status x Budget Major Risks/ Issues Status Summary • The lack of SME availability could impact project schedule. • Lack of system & data access could cause schedule delays. Green: On Plan Budget information will be reported monthly on or about the 10th of the month. Project infrastructure activities and staffing is complete. Project Plan sent for acceptance on 4/5/2015. Draft roadmap workstreams are defined and SME meetings are in progress. Policy and MBS analysis is in progress. Due to SME availability issues, a two week contract extension was requested and approved with a new end date of June 15, 2015. The goal of this Task Order is to provide ______ senior leadership with a comprehensive analysis and roadmap of what it will take to convert ______ from a pool structure to a loan level structure business model. The approach is to prepare an analysis and roadmap that will include a future state, gap analysis, identification of key data points, program changes and system changes that will be required to move down the path that allows for dividing pools. Initiative Description l l Accomplishments for this Reporting Period l Planned Accomplishments for this Reporting Period • Completed draft of the Policy and MBS Analysis (Gap Analysis) and Roadmap (Whitepaper) deliverables. Began socialization draft deliverables. • Submitted Draft Management Presentation for Review. • Updated deliverables based on SME feedback. l • Review deliverables with John D. and Victoria. Incorporate feedback • Review deliverables with Working Group. Incorporate feedback • Prepare deliverables for final presentation. • Present deliverables to Stakeholders and Project Sponsor(S) l Status: P Complete l On Track n Risk of Delay p Delayed l