AMENDED AND RESTATED

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

SERVICER PARTICIPATION AGREEMENT

This Amended and Restated Commitment to Purchase Financial Instrument and ServiceI' Participation Agreement (the

"Commitment") is cntercd into as ofthe Effective Date, by and between Federal National Mortgagc Association, a federally

chartcred corporation, as financial agent of the United States ("Fannic Mae"), and the undersigned party ("Servicer").

Capitalizcd terms used, but not dcfined contextually, shall have the meanings ascribcd to them in Section 12 below.

Recitals

WHEREAS, the U.S. Department ofthe Treasury (the "Treasurv") has established a Home Affordable Modification Program

(the "HAMP") pursuant to section 101 and 109 ofthe Emergency Economic Stabilization Act of2008 (the "Act"), as section

109 ofthe Act has been amended by section 7002 ofthe American Recovery and Reinvestment Act of2009;

WHEREAS, Fannie Mac, as financial agent of the United States, and ServiceI' cntered into a Commitment to Purchase

Financial Instrument and ServiceI' Participation Agreement for the Home Affordable Modification Program under the

Emergency Economic Stabilization Act (the "pripr Agreement") in connection with the implementation ofHAMP, the primary

purpose of which was the modification of first lien mortgage loan obligations and the provision of loan modification and

foreclosure prevention services relating thereto (the "HAMP Services");

WHEREAS, the Treasury has established a variety ofnew programs (together with the HAMP, the "Programs") under the Act

to further stabilize the housing market by facilitating second lien mortgage loan modifications and extinguishments, providing

home price decline protcction incentives, encouraging foreclosure alternatives, such as short sales and deeds in lieu of

foreclosure, and making other foreclosure prevention services available to the marketplace (collectively, together with the

HAMP Services, the "Selvices");

WHEREAS, the Programs may include Services relating to FHA, VA and USDA loans;

WHEREAS, Fannie Mae has been designated by the Treaslll'Y as a financial agent ofthe United States in connection with the

implementation ofthe Programs; all references to Fannie Mae in the Agreementshall be in its capacity as financial agcnt ofthe

United States;

WHEREAS, Fannie Mac will fulfill the roles of administrator and record keeper for the Programs, and in conjunction

therewith must standardize certain mortgage modification and foreclosure prevention practices and procedures as they relate to

the Programs, consistent with the Act and in accordance with the directives of, and guidance provided by, the Treaslll'Y;

WHEREAS, Federal Home Loan Mortgage Corporation ("Freddie Mac") has been designated by the Treasury as a financial

agent ofthe United States and will fulfill a compliance role in connection with the Programs; all references to Freddie Mac in

the Agreement shall be in its capacity as compliance agent ofthe Programs;

WHEREAS, Fannie Mae and ServiceI' desire to amend and restate the Prior Agreement in its entirety as set fOlth herein;

WHEREAS, all Fannie Mae and Freddie Mac approved servicers are being directed through their respective servicing guides

and bulletins to implement the Programs with respect to mortgage loans owned, securitized, or guaranteed by Fannie Mae or

Freddie Mac (the "GS1~.J,.Q.<!ns"); accordingly, this Agreement does not apply to the GSE Loans;
WHEREAS, all other servicers, as well as Fannie Mae and Freddie Mac approved servicers, that wish to participate in the

Programs with respect to loans that are not GSE Loans (collectively, "Participating Servicers") must agree to certain terms and

conditions relating to the respective roles and responsibilities of participants and other financial agents ofthe govcrnment; and

WHEREAS, ServiceI' wishes to participate in the Programs as a Participating Scrvicer on the terms and subject to the

conditions set forth herein.

Accordingly, in consideration ofthe repr~sentations, warranties, and mutual agreements set forth herein and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fannie Mae and ServiceI' agree to

amend and restatc the Prior Agreement in its cntirety, as follows.

Agreement

1. Services

A. Contemporaneously with the execution and delivery ofthis Commitment and the Financial Instrument, ServiceI' will

execute and deliver to Fannie Mae one 01' more schedules describing the Services to be performed by ServiceI' pursuant to this

Agreement, effective as ofthe Effective Date ofthe Agreement (each, a "Service Schedule" 01' an "Initial Service Schedule"

and, collectively, the "Initial Scrvi>;e Schedules"). After the Effective Date of the Agreement, ServiceI' may opt-in to any

additional initiatives offercd by Treasury in connection with the Programs by executing and delivering to Fannie Mae one 01'

more additional Service Schedules describing the Services relating to such initiatives (each, a "Service Schedule" or an

"Additional Service Schcdule" and, collcctively, the "Additional Service Schedules") (thc lnitial Service Schedules and the

Additional Service Schedules, collectively, the "Service Schedules"). All Service Schedules that are executed and delivered to

Fannie Mae by ServiceI' fiom time to timc will be numbered sequentially (e.g. Service Schedule A- I; Service Schedule A-2;

Service Schedule A-J; et seq.) and are referenced herein, collectively, as );\xhibit!i; Bxhibit A is hereby incorporated into the

Commitment by this refcrence.

B. Subject to Section IO.C., ServiceI'shall perform the Services described in (i) the Financial Instrument attached hereto

as Exhibit B (the "Financ:!llUnstrulnen!"); (ii) the Service Schedules attached hereto, collectively, as Exhibi!...A; (iii) the

guidelines and procedures issued by the Treasury with respect to the Programs outlined in the Service Schedules(the "Program

Guidelines"); and (iv) any supplemental documentation, instructions, bulletins, fi'equently asked questions, letters, directives,

or other communications, including, but not limited to, business continuity requirements, compliance requirements,

performancc requirements and related remedies, issued by the Treasury, Fannie Mae, or Freddie Mac in ordcr to change, or

further describc 01' clarify the scope of, the rights and duties of the Participating Servicers in connection with the Programs

outlined in the Service Schedules (the "Supplemental Directives" and, together with the Program Guidelines, the "Program

Documentation"). The Program Documentation will be available to all Participating Servicers at www.HMPadmin.com; for

the avoidance of doubt, the term "Program Documentation" includes all of the Program Guidelines and Supplemental

Directives issued by Treasury and made available to Participating Servicers at www.HMPadmin.com prior to the Effective

Date of the Agreement. The Program Documentation, as the same may be modified or amended from time to time in

accordance with Section 10 below, is hereby incorporated into the Commitment by this reference.

C. Servicer's represcntations and warranties, and acknowledgement of and agreement to fulfill or satisfy certain duties

and obligations, with respect to its participation in the Programs and under the Agreement are set forth in the Financial

Instrument. Serviccr's celiification as to its continuing compliance with, and the truth and accuracy of, the representations and

warranties set forth in the Financial Instrument will be provided annually in the form attached hereto as Exhibit C (the

"Certification"), beginning on June 1,2010 and again on June I of each year thereafter during the Term (as defined below) and

upon the execution and delivery by ServiceI' of any Additional Service Schedule during thc Term.

D. The recitals set forth above are hereby incorporated herein by this reference.

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2. Authority and Agreement to Particip81e in Programs

A. ServiceI' shall perform the Services for all mortgage loans it services, whether it services such m0l1gage loans for its

own account or for the account of another party, including any holders ofmol1gage-backed securities (each such other party,

an "Investor").

B. Fannie Mae acknowledges that ServiceI' may service mortgage loans fOI' its own account or for the account ofone or

more Investors and may be subject to restrictions set forth in pooling and servicing agreements or other servicing contracts

govel'l1ing Servicer's servicing of a mortgage loan; ServiceI' shall use reasonable efforts to remove all prohibitions or

impediments to its authority, and use reasonable efforts to obtain all third party consents, waivers and delegations that are

required, by contract or law, in order to perform the Services.

C. Notwithstanding subsection B., if(x) ServiceI' is unable to obtain all necessary consents, waivers and delegations for

performing any Services under the Programs, or (y) the pooling and servicing agreement or otherservicing contract governing

Servicer's servicing of a mortgage loan prohibits ServiceI' from performing such Services for that mortgage loan, ServiceI'shall

not be required to perform such Services with respect to that mortgage loan and shall not receive all or any p0l1ion of the

Purchase Price (defined below) othcrwise payable for such Services with respect to such loan.

D. Notwithstanding anything to the contrary contained herein, the Agreement does not apply to GSE Loans. Servicers are

directed to the servicing guides and bulletins issued by Fannie Mae and Freddie Mac, respectivcly, concerning the Programs as

applied to GSE Loans.

E. Servicer's performance ofthe Services and implementation ofthe Programs shall be subject to review by Freddie Mac

and its agents and designees as morc fully set fOl1h in the Agreement.

3. Set Up; Prereqnisite to Payment

ServiceI' will provide to Fannie Mae: (a) the set up information reqnired by the Program Documentation and any ancillary or

administrative information requested by Fannie Mae in order to process Servicer's participation in the Programs as a

Participating ServiceI' on or before thc Effective Date ofthe Agreement as to the Initial Service Schednles that are executed

and delivered contcmporaneously hcrewith, and on or before the effective date ofthe Additional Service Schedules (if any)

execnted and delivcred afler the Effective Date of the Agreement; and (b) the data elements for each mortgage obligation,

property, or borrower eligible for the Programs as and when described in the Program Documentation and the Financial

Instrument. Purchase Price payments will not be remitted pursuant to Section 4 with respect to Services for which the required

data elements have not been providcd.

4. Agreement to Purehase Financial Instrument; Payment of Purchase Pdee

A. Fannie Mae, in its capacity as a financial agent ofthe United States, agrees to purchase, and ServiceI' agrees to sell to

Fannie Mae, in such capacity, the Financiallnstl'llment that is executed and delivered by ServiceI' to Fannie Mae in the form

attached hcreto as Exhibit 13, in consideration for the payment by Fannie Mae, as agent, ofthe Purchase Price.

B. The conditions precedent to the payment by Fannie Mae ofthe Pmchase Price with respect to the Services described

on the Initial Service Schedules are: (a) the execution and delivery ofthe Commitment, the Initial Service Schedules, and the

Financial Instrument by ServiceI' to Fannie Mae; (b) the execution and delivery of the Commitment and the Initial Service

Schedules by Fannie Mae to Scrvicer; (c) the delivery of copies ofthe fully executed Commitment, Initial Service Schedules

and Financial Instrument to TreasUlY on the Effective Date ofthe Agreement; (d) the performance by ServiceI' ofthe Services

described in the Agreement, in accordance with the terms and conditions thereof, to the reasonable satisfaction ofFannie Mae

and Freddic Mac; and (e) the satisfaction by ServiceI' ofsuch other obligations as are set forth in the Agreement.

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C. The conditions precedent to the payment by Fannie Mae ofthe Purchase Price with respect to the Services described

on the Additional Servicc Schedules (if any) arc: (a) the execution and delivery ofthe Additional Service Schedules and the

Certification by Servicer to Fannie Mae; (b) the execution and delivery ofthe Additional Service Schedules by FannieMae to

Servicer; (c) the delivery of copies ofthe fully executed Additional Service Schedules to Treasury; (d) the performance by

Servicer ofthe Services described in the Agreement, in accordance with the terms and conditions thereof, to the reasonable

satisfaction ofFannic Mae and Freddie Mac; and (e) the satisfaction by Servicer ofsuch other obligations as are set f0l1h in the

Agreement.

D. Solely in its capacity as the linancial agent ofthe United States, and subject to subsection E. below, Fannie Mae shall

remit all payments described in tbe Program Documentation to Servicer for the account or credit of Servicer, Investors and

borrowers, in each case in accordance with the Program Documentation (all such payments, collectively, the "Pur~hase

Price"); all payments remitted to Servicer for the credit or account ofthird parties under the Program Documentation shall be

applied by Servicer as rcquired by the Program Documentation. Fannie Mae shall have no liability to Servicer with respect to

the payment ofthe Purchase Price, unless and until: (a) Servicer and all other interested parties have satisfied all pre-requisites

set forth herein and in the Program Documentation relating to the applicable Program payment structure, including, but not

limited to, thc delivery of all data elements required by Section 3 ofthis Commitment; and (b) the Treasury has provided funds

to Fannie Mae for remittance to Servicer, together with written direction to remit the funds to Servicer in accordance with the

Program Documentation.

E. The Purchase Price will be paid to Servicer by Fannie Mae as the financial agent of the United States as and when

described herein and in the Program Documentation in consideration for the execution and delivery ofthe Financial Instrument

by Servicer on or beforc the Effective Date of the Agreement, upon the satisfaction of the conditions precedent to payment

described in this Section 4.

F. The value ofthe Agreement is limited to $10,150,000.00 (the "Program Participation Cap"). Accordingly, the aggregate

Purchase Price payable to Servicer under the Agreement with respect to all Services described on all ofthe Service Schedules

that are executed and delivered in connection with the Agreement may not exceed the amount ofthe Program Participation

Cap. For each Service to be performed by Servicer, the aggregate remaining Purchase Price available to be paid to Servicer

under the Agreement will be reduced by the maximum Purchase Price potentially payable with respect to that Service. In the

event the Purchase Price actually paid with respect to that Service is less than the maximum Purchase Price potentially

payable, the aggregate rcmaining Purchase Price available to be paid to Servicerunder the Agreement will be increased by the

difference between such amounts. Notwithstanding the foregoing, no agreements with any pat1y that may result in a new

payment obligation under the Programs will be effected under the Agreement, and no payments will be made with respect to

any new Services, from and after the date on which the aggregate Purchase Price paid or payable to Servicer under the

Agreement equals thc Program Participation Cap. Treasury may, from time to time in its sole discretion, adj ust the amount of

the Program Participation Cap. Servicer will be notified of all adjustments to the Program Participation Cap in writing by

Fannie Mae.

G. Servicer shall maintain complete and accurate records of, and supporting documentation for, all Services provided in

connection with the Programs including, but not limited to, data relating to borrower payments (e.g., principal, interest, taxes,

homeowner's inslII'ance, hazard insurance, flood insurance and homeowner's association and/or condo fees), delinquencies and

the terms of each agrecment executed under the Programs (e.g., trialmodilication agreements, loan modification agreements

and extinguishment agreements), which will be rclied upon by Fannie Mae when calculating, as financial agent for the United

States, the Purchase Price to be paid by the Treasury through Fannie Mae or any other financial agent. Servicer agrees to

provide Fannie Mae and Freddie Mac with documcntation (including copies of executed borrower agreements) and other

information with respect to any amounts paid by the Treasury as may be reasonably requested by such parties. In the event of

a discrepancy or error in the amount ofthe Purchase Price paid hereunder, at Fannie Mae's election, (x) Servicershall remit to

Fannie Mae the amount of any overpayment within thirty (30) days of receiving a refund request from Fannie Mae, or (y)

Fannie Mae may immediately offset thc amount ofthe overpayment against other amounts due and payable to Servicer by

Fannie Mae, as financial agent ofthe United States, upon written notice to Servicer. Servicer shall still be obligated to credit

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to the respective accounts of Investors and borrowers any portion ofthe Pmchase Price to which they are entitled (if any)

notwithstanding such offset unless otherwise directed by Fannie Mae.

H. At the election and upon the dircction ofthe Treasury and with prior written notice to ServiceI', Fannie Mae may deduct

from any amount to be paid to ServiceI' any amount that Serviccr, Investor, or borrower is obligated to reimbmse or pay to the

United States government, provided, however, that any amount withheld under this subsection H. will be withheld only from

the amounts payable to, or for the account or credit of, the party which is liable for the obligation to the United States

government.

5. Tcrm

A. New Services may be undertaken by ServiceI' as described in the Financial Instrument and the Program Documentation

from and after the Effectivc Date until December 31,2012 (the "lQitial Term"), subject to one or more extensions ofthe Initial

Term by the Treasury, or earlier termination of the Agreement by Fannie Mae pmsuant to the provisions hereof, or earlier

suspension or termination of one or more of the Programs by the Treasury, provided, )lOwever, no new Services may be

undertaken by ServiceI', and ServiceI' will have no fmther obligation to perform any Services under this Agreement, from and

after the date on which the Program Participation Cap is rcached.

B. ServiceI' shall perform the Services described in the Program Documentation in accordance with the terms and conditions

ofthe Agreement during the Initial Term and any extensions thereof(the Initial Term, together with all extensions thereof, if

any, the "I.enr!"),!!!li! during such additional period as may be necessary to: (i) comply with all data collection, retention and

reporting requirements specified in the Program Documentation during and for the periods set forth therein; and (ii) complete

all Services that were initiated by ServiceI', including, but not limited to, the completion ofall documentation relating thereto,

during the Term. ServiceI' agrees that it will work diligently to complete all Services as soon as reasonably possible after the

end ofthe Term or earlier termination.

C. Notwithstanding Sections 5.A. and 5.B., ifthe ServiceI' has elected to participate in the Second Lien Modification Program

by executing and delivering to Fannie Mae a Servicc Schedule relating thereto, the ServiceI' in its discretion, may elect to opt

out of the Second Lien Modification Program on an annual basis by providing notice to Fannie Mae in accordance with

Section 9 hereofwithin 30 days following the anniversary ofthe Effective Date ofthe Service Schedule for the Second Lien

Modification Program. Following the Servicer's election to opt out ofthe Second Lien Modification Program, the ServiceI'

will not be required to perlaI'm any Services 101' any new mortgage loans under the Second Lien Modification Program;

however, the ServiceI' must continue to perform any Services for any mOligage loan for which it had already begun performing

Services prior to electing to opt out ofthe Sccond Lien Modification Program.

D. The Agreement, or any ofthe Programs implemented under the Agreement, may be terminated by Fannie Mae or ServiceI'

prior to the end ofthe Term pursuant to Section 6 below.

6. DefHults, Acts of Bad FHitlt Hnd EHrly TerminHtiou; Rcmedies for Hud Effects of Defaults, Acts of BHd FHitlt Hud

Enly TermiuHtiou; Opportunity to Curc

A. The following constitute events ofdefault by ServiceI' under the Agreement (each, an "Event of Default" and, collectively,

"Events of Default"):

(I) ServiceI' fails to perform or comply with any ofits material obligations under the Agreement,

including, but not limited to, circumstances in which ServiceI' fails to ensme that all eligibility

criteria and other conditions precedent specified in applicable Program Documentation are

satisfied prior to effectuating any Services in connection with any ofthe Programs.

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(2) ServiceI': (a) ceases to do busincss as a going concern; (b) makes a general assignment for the

bcncnt of, or enters into any arrangcmcnt with creditors in lieu thercof; (c) admits in writing its

inability to pay its debts as thcy become due; (d) mes a voluntary pctition under any bankruptcy

or insolvency lawaI' mcs a voluntary petition under the reorganization or arrangement provisions

ofthe laws ofthe United States or any otherjurisdiction; (e) authorizes, applies for or eonsents to

the appointment of a trustee or liquidator of all or substantially all of its assets; (f) has any

substantial part of its property subjected to a levy, seizure, assignment or sale for or by any

creditor or governmental agency; or (g) enters into an agreement or resolution to take any ofthe

forcgoing actions.

(3) Scrvicer, any cmployec or contractor ofServiceI', or any employee or contractor ofServicers'

contractors, commits a grossly negligent, willtill or intentional, or reckless act (including, but not

limitcd to, misreprescntation or fraud) in connection with any ofthe Programs or the Agrcement.

(4) Any representation, warranty, or covenant made by ServiceI' in the Agreement or any

Certitication is or bccomes matcrially false, misleading, incorrcct, or incomplete.

(5) An evaluation of performance that includes any specific findings by Freddie Mac, in its sale

discretion, that Servicer's performance under any performance criteria established pursuant to

applicable Program Documentation is materially insuf11cient, or any failure by ServiceI' to comply

with any directive issued by Fannie Mae or Freddie Mac with respect to documents or data

requested, nndings made, or remedies established, by Fannie Mae and/or Freddie Mac in

conjunction with such performance criteria or other Program requirements.

B. Fannie Mac may take any, all, or none ofthe following actions upon an Event ofDefault by ServiceI' under the Agreement:

(I) Fannie Mae may: (i) withhold some or all ofthe Servicer's portion ofthe Purchase Price until,

in Fannie Mae's determination, ServiceI' has cured the default; and (Ii) choose to utilize alternative

means of paying any portion of the Purchasc Price for the credit or account of borrowers and

Invcstors and delay paying such portion pending adoption ofsuch alternative mcans.

(2) Fannie Mae may: (i) reduce the amounts payable to ServiceI' under Section 4; and/or (ii) obtain

repayment ofprior payments made to ServiceI' under Section 4, provided, however, Fannie Mae

will scek to obtain repayment of prior payments madc under Section 4 only with respect to

Services that are determined by Fannie Mae or Freddie Mac to have been impacted by, or that

Fannic Mae or Freddie Mac believes may have been, or may be, impacted by, the Event ofDefault

giving rise to the remedy.

(3) Fannie Mae may require ServiceI' to submit to additional Program administrator oversight,

including, but not limited to, additional compliance controls and quality control reviews.

(4) Fannie Mae may terminate the Agreement and cease its performance hereunder, or cease its

performance hereunder as to any Program in which Serviccr is a patticipant.

(5) Fannie Mae may require ServiceI' to submit to information and reporting with respect to its

financial condition and ability to continue to meet its obligations under the Agreement.

C. The following constitute acts of bad faith of Investors and borrowers in connection with the Programs (each, an "Act of

Bad F~ith" and, collectively, "Acts oClJad Faith"): an Investor or borrower commits a grossly negligent, willful or

intentional, or reckless act (including, but not limited to, misrepresentation or fraud) in connection with any ofthe Programs

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(including, but not limited to, in connection with such Investor's or borrower's response to Program questionnaires, the

execution or del ivery to Serviccr, Fannie Mae, 01' Treasury of any ofthe agreements relating to such Investor's or borrower's

participation in any of the Programs and the production ofsupporting documentation therefor and in connection with any

audit or rcview by Freddie Mac fOl' Invcstor 01' borrower compliance with the Programs). For brevity, any such Investor or

borrower is referred to in (his subsection as a "defaulting party" or as a "defaulting" Investor 01' borrower and the Act ofBad

Faith by such Investor or borrower as a "default."

D. Fannic Mae may take any, all, or none ofthe following actions if an Act ofBad Faith involving an Investor or a borrower

occurs, or is reasonably believed by Fannie Mac to have occurred, in connection with any ofthe Programs:

(I) Fannie Mac may withhold all or any portion ofthe Purchase Price payable to, 01' for the credit

or account of, the dcfaulting party until, in Fannie Mae's determination, the dcfault has been cured

01' otherwisc rcmedied (0 Fannie Mac's satisfaction.

(2) Fannie Mae may: (i) reduce the amounts payable to ServiceI' for the credit, or account of, the

dcfaulting party undcr Section 4; and/or (ii) obtain repayment of prior payments made to or for the

credit or account ofthc dcfaulting party under Section 4. ServiceI' will reasonably cooperate with,

and provide reasonable support and assistance to, Fannie Mae and Freddie Mac in connection with

their respectivc roles and, in Fannie Mae's case, in connection with its efforts to obtain repayment

of prior payments made to Investors and borrowers as provided in this subsection.

(3) Fannic Mae may require ServiceI' to snbmit to additional Program administratOl' oversight,

including, but not limited to, additional compliancc controls and quality control reviews.

(4) Fannie Mae may cease its performance hereunder as to some or all ofthe Services subject to

the Agreement that relatc (0 the defaulting Investor or borrower.

(5) Fannie Mae may tcrminate the Agreement and cease its performance hereunder ifActs ofBad

Faith occur on a recurring basis, are widespread among the Investor or borrower bases servcd by

Serviccr, or occur in combination or in connection with one or more Events of Default by

ServiceI'.

E. In addition to the termination rights set forth above, Fannic Mae may terminate thc Agreement or any Program implemented

under the Agrcement immediately upon writtcn notice to Serviccr:

(I) at the direction of the Treasury;

(2) in the cvent of a mergcr, acquisition, or other change of control of ServiceI';

(3) in the event that a receiver, liquidator, trustee, or other custodian is appointed fOl' the ServiceI'; or

(4) in the event that a material term ofthe Agreement is determined to be prohibited or unenforceable as

referred to in Section II.C.

F. The Agreement will terminate automatically:

(I) in the event that the Financial Agency Agreement, dated February 18,2009, by and between

Fannie Mae and the Treasury is terminated; or

(2) upon the expiration or termination of all ofthe Programs implemented under the Agreement.

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G. The effects ofthe expiration or tcrmination ofthe Agreement are as follows:

(I) In the eventthat the Agreement expires at the cnd ofthe Initial Term or any extension thereofpursuant

to Section 5, or in the event that the Agreement expires or is terminated pursuant to Section 6.E. or 6.1'.,

Fannie Mae shall, solely in its capacity as the financial agcnt ofthe United States, continue to remit all

amounts that are properly payable pursuant to Section 4 to Servicel' in accordance with the Program

Documentation until paid in full, Q[Qvide<!, JJ9wever, that Purchase Price payments will be made only with

respect to Services that were performed in accordance with the applicable Program Documentation prior to

the date of expiration or termination and that do not exceed the Program Participation Cap.

(2) In the cvcnt that the Agreement is terminated in connection with an Event of Default by ServiceI', no

compensation with respect to any Scrvice will be paid to ServiceI' for the account of the ServiceI'

subsequent to termination; Fannie Mae's only continuing obligations as financial agent of the United

States subsequent to termination will be to remit all payments that are properly payable pursuant to Section

4 to ServiceI' (or, at Fannie Mae's discrction, an alternative provider) for the account of borrowers and

Investors in accordanee with the Program Documentation until paid in full.

(3) In theevent that the Agreement is tcrminated in connection with an Act ofBad Faith by anlnvcstoror

a borrower, no compensation with respcct to any Services will be paid to ServiceI' for the credit or account

ofthe defau Iti ng Investor or borrowersubscquent to termination; Fannie Mae's only continuing obligation

as financial agent of the United States subsequent to termination will be to remit all payments that are

properly payable pursuant to Section 4 to ServiceI' for the credit or account of non-defaulting parties as

described in the applicable Program Documentation until paid in full. For the avoidance ofdoubt, ifthe

Act of Bad Faith resulting in the termination of the Agreement occurs in connection with an Event of

Default of Servicer, no compensation with respect to any Service will be paid to ServiceI' for the account

ofthe ServiceI' subsequent to tcrmination.

H. Fannie Mae, in its capacity as the financial agent ofthe Unitcd States, may reduce the amounts payable to ServiceI' under

Section 4, or obtain repayment of prior payments made undcr Section 4, in connection with: (a) an evaluation of Servicer's

performance that includes any specific findings by Freddie Mac that Servicer's performance under any performance criteria

established pursuant to the Program Documentation is materially insufficient, or (b) any failure by ServiceI' to comply

materially with any directive issued by Fannie Mae or Frcddie Mac with respect to documents or data requested, findings

made, or remedies established, by Fannie Mae and/or Freddie Mac in conjunction with such performance criteria or other

Program requirements; Q[QYide.i\, .Ilowever, Fannie Mae will seek to obtain repayment ofprior payments made under Section 4

only with respect to Services that are determined by Fannie Mae or Freddie Mac to have been impacted by, or that Fannie Mae

or Freddie Mac believes may have been, or may be, impacted by, the findings giving rise to this remedy. Fannie Mae may

initially avail itself ofthis remedy in lieu of a specific declaration of an Event of Default, provided, however, that doing so

shall not preclude Fannie Mae from later declaring an Event of Default or exercising any other rights or remedies otherwise

available to it under this Section 6, or at law or in equity, in connection with the event giving rise to this remedy, or any future

events giving rise to this remedy.

I. The remedies available to Fannie Mae upon an Event ofDefault and an Act ofBad Faith under this Section are cumulative

and not exclusive; further, these remedies are in addition to, and not in lieu of, any other remedies available to Fannie Mae at

law or in equity.

J. In the event ofthe expiration or termination ofthe Agreement or any Program implemented under the Agreement under any

circumstances, ServiceI' and Fannie Mae agree to cooperate with one another on an ongoing basis to ensure an effective and

orderly transition or resolution ofthe Services, including the provision ofany information, reporting, records and data required

by Fannie Mae and Freddie Mac.

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K. [I'an Event ofDefault under Section 6.A.l., Section 6.A.4., or Section 6.A.5. occurs and Fannie Mae determines, in its sale

discretion, that the Event of Default is clll'able and elects to exercise its right to terminate the Agreement, Fannie Mae will

provide written notice ofthe Event of Default to Scrviccr and the Agreement will tcrminate automatically thirty (30) days after

Servicer's receipt ofsuch notice, ifthe Event of Default is not clll'ed by ServiceI' to the reasonable satisfaction of Fannie Mae

prior to the end ofsuch thirty (30) day period. [I' Fannie Mae determines, in its sale discretion, that an Event of Default under

Section 6.A .1., Section 6.A.4., 01' Section 6.A.5. is not curable, orifan Event of Default under Section 6.A.2. 01' Section 6.A.3.

occurs, and Fannie Mae elects to exercise its right to terminate the Agreement under Section 6.8.4., Fannie Mae will provide

written notice of termination to the ServiceI' on 01' before the effective date of the termination.

7. Disputes

Fannie Mae and ServiceI' agree that it is in their mutual intercst to resolve disputes by agreement. [fa dispute arises under the

Agreement, the parties will use allrcasonablc eflorts to promptly resolve the dispute by mutual agreement. [I' a dispute cannot

be resolved informally by mutual agrecment at the lowest possible level, the dispute shall be referred up the respective chain of

command of each party in an attempt to resolve the matter. This will be done in an expeditious manner. ServiceI' shall

continue diligent performance ofthc Services pending resolution of any dispute. Fannie Mae and ServiceI' reserve the rightto

plll'sue other legal or equitable rights they may have concerning any dispute. However, the parties agree to take all reasonable

steps to rcsolve disputes internally before commencing legal proceedings.

8. Transfer or Assignment; Mergers, Acquisitions and Changes of Control; Effects of Assignment

A. Mortgage loans and servicing rights are ti'eely transferable under this Agreement, subject to: (i) the contractual

requirements regarding notice and the execution and delivery ofthe Assignment and Assumption Agreement, in the form of

Exhibit D, set forth in Sections 8 and 9 hereof, and (ii) any restrictions under applicable Federal, state and local laws,

regulations, regulatory guidance, statutes, ordinances, codes and requirements. ServiceI' must provide written notice to Fannie

Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers 01' assignments of mortgage loans, 01' servicing rights

relating to mortgage loans, that are 60 01' more days delinquent and otherwise eligible for consideration 01' process under one or

more of the Programs at thc time oftransfer or assignment, 01' for which the ServiceI' is performing Services at the time of

transfer 01' assignment (collectively, "Eligible Loans"); and (ii) any other transfers 01' assignments of Servicer's rights and

obligations relating to Eligible Loans underthis Agrecment, including, but not limited to, transfers 01' assignments ofany rights

01' obligations relating to Eligible Loans under this Agreement that occur in connection with the merger, acquisition, 01' other

change of control of ServiceI'. Such notice must include payment instructions for payments to be made to the transferee 01'

assignee ofthe Eligible Loans, servicing rights or other rights and obligations subject to the notice (if applicable), and, subject

to Section 8.8. below, evidence of the assumption by such transferee 01' assignee ofthe Eligible Loans, servicing rights 01'

other rights and obligations that arc transferred, in the form of Exhibit.Q (the "Assignment and Assumption Agreement").

ServiceI' acknowledges that Fannie Mae will continue to remit payments to ServiceI' in accordance with Section 4 1'01' Services

relating to mortgage loans, servicing rights 01' other rights and obligations that have been assigned 01' transferred, and that

ServiceI' will be liable for underpayments, ovcrpayments and misdirected payments, unless and until such notice and an

executed Assignment and Assumption Agreemcnt are provided to Fannie Mae and Freddie Mac.

8. ServiceI' shall notify Fannie Mae as soon as legally possible of any proposed merger, acquisition, 01' other change of

control of ServiceI', and orany financial and operational circumstances which may impair Servicer's ability to perform its

obligations under the Agreement, in accordance with Sections 8 and 9, provide>!, however, that ServiceI' need not execute and

delivcr an Assignment and Assumption Agreement in the form of£"hibJJJ2 in the event that the assignment and assumption

OCClll' by operation oflaw in connection with a merger, acquisition, 01' other change ofcontrol ofServiceI' and are effective as

to all ofServicer's rights and obligations under this Agreement with respect to all ofthe mOltgage loans it services.

C. The effects oftransfers and assignments uncleI' this Agreement are as follows:

9
(1) Ifthc Scrvicer transfers or assigns all or any portion ofits portfolio of mortgage loans or servicing

rights to a third party pursuant to an Assignment and Assumption Agreement, only the Eligible Loans must

be identillcd on a schcdule to the Assignment and Assumption Agreement. The transferee or assignee of

Servicer's mortgage loans and servicing rights must assume Servicer's obligations under this Agreement

only with respect to Eligible Loans, subject to the Service Schedules and the Program Documentation

applicable to the Programs in which Serviccr agreed to participate prior to the transfer 01' assignment. Any

mortgage loans 01' servicing rights that (I) are not Eligible Loans at the time ofthe transfer 01' assignment, (II)

are a pan of thc transferce's or assignee's existing portfolio prior to the transfer 01' assignment, 01' (III)

become a part of the transfcree's or assignee's portfolio subsequent to such transfer 01' assignment will

become subject to the Programs only if the transferee or assignee has itself executed a Commitment to

Purchasc Financial Instrument and Serviccr Participation Agreement separate and apart Ii'om the transfer or

assignment involving ServiceI' and, then, only in accordance therewith.

(2) Ifthe Scrviccr transfers 01' assigns its portfolio ofmortgage loans and servicing rights to a third party

in connection with a merger, acquisition, 01' other change of control and the transfer 01' assignment is

effective by opcration of law, the transfercc or assignee ofsuch mortgage loans and servicing rights must

provide servicing with rcspect to all such mortgage loans and servicing rights (regardless ofstatus at the time

oftransfcr 01' assignment with respect to Program eligibility) in accordance with this Agreement, subjectto

the Service Schedules and Ihe Program Documentation applicable to the Programs in which ServiceI' agreed

to participate prior to the transler 01' assignmcnt. Any mortgage loans 01'scrvicing rights that (I) are a part of

the transferee's 01' assignee's exisling portfolio prior to the transfer 01' assignment, 01' (II) become a part of

thc transferee's 01' assignce's portfolio subsequcnt to such transfer 01' assignment will become subject to the

Programs only if the transleree 01' assignec has itself executed a Commitment to Purchase Financial

Instrument and Scrvicer Participation Agreemcnt separate and apart from the transfer or assignment

involving ServiceI' and, then, only in accordance thercwith.

(3) ServiceI' may not transfer or assign any mortgage loans or servicing rights to any third party in a

manner that is intended to circumvent, or has the eftect of circumventing, Servicer's obligations under this

Agreement.

9. Notices

All legal notices undcr the Agrcement shall be in writing and relerred to each party's point of contact identified below at the

address listed below, or to such other point of contact at such olher address as may be designated in writing by such party. All

such notices under the Agreement shall be considered received: (a) when personally delivered; (b) when delivered by commercial overnight couricr with verification receipt; (c) when sent by confirmed facsimile; 01' (d) three (3) days after having been

sent, postage prepaid, via certilied mail, return receipt requestcd. Notices shall not be made 01' delivered in electronic form,

except as providcd in Section 12.B. below, P1:ovided., D.9W,,-yer, that the party giving the notice may send an e-mail to the party

receiving the noticc advising that party that a notice has been scnt by means permitted under this Section.

To ServiceI':

Servis One, Inc., dba 13SI Financial Services. Inc.

10
To Fannie Mae:

To Treasury:

To Freddie Mac;

Freddie Mac

8100 Joncs Branch Drive

McLean, VA 22102

Attn: Vicc President, Making Home Affordable -- Compliancc

Facsimile: (703) 903-2544

Email; MHA.Compliance@.Jkddiemac.GOm

10. Modifications

A. Subject to Sections IO.B. and ID.C., modifications to the Agrcement shall be in writing and signed by Fannie Mae and

ServiceI'.

B. Fannie Mae and the Treasury each rcserve the right to unilaterally modify or supplement the terms and provisions ofthe

Program Documentation that relate (as determined by Fannie Mae or the Trcasury, in their reasonable discretion) to the

compliance and performance rcquirements of the Programs, and related rcmedies establishcd by Freddie Mac, and/or to

technical, administrative, or procedural matters or compliancc and reporting requirements that may impact the administration

ofthe Programs.

C. Notwithstanding Sections I O.A. and IO.B., any modification to the Program Documentation that materially impacts the

borrower eligibility requirements, the amount of payments of the Purchasc Price to be made to Participating Servicers,

Investors and borrowers under any of the Programs in which ServiceI' participatcs, or the rights, duties, or obligations of

Participating Servicers, Investors or borrowers in connection with any ofthe Programs in which ServiceI' participates (each, a

"~n Modification" and, collectively, the "PlQg!:'!!JLMgdiflQ.atiom") shall be etfective only on a prospective basis;

Patiicipating Servicers wil I be afforded the opportunity to opt-out of a modified Program when Program Modifications are

published with respect to thc Services to be pcrformcd by Serviccr in connection with the moditied Program on or after thc

effective date ofthe Program Modification, at Servicer's discretion. Opt-out procedures, including, but not limited to, the time

II
and process for notification of election to opt-out and the window for such election, will be set forth in the Program

Documentation describing thc Program Modification, provided, however, that ServiceI' will be given at least thirty (30) days to

elect to opt··out of a Program Modification. 1'01' the avoidance ofdoubt, during the period during which ServiceI' may elect to

opt-out ofa Program Moditication and after any such Opt-Ollt is elccted by ServiceI', ServiceI' will continue to perform the

Services described in the Financial Instrument and tho Program Documentation (as the Program Documentation existed

immediately prior to the publication ofthe Program Modification prompting the opt-out) with respect to any Services that

Servicer had already begun to perform prior to the opt-out.

11. Miscelloneous

A. The Agreement sholl be governed by and construed under Feclcrallaw and not the law of ony state 01' locality, without

reference to 01' application ofthe conflicts oflaw principles. Any and all disputes between the parties that cannot be settled by

mutual agreement shall be resolved solely and exclusively in the United States Federal courts located within the District of

Columbia. [loth parties consent to the jurisdiction and venue ofsuch courts and irrevocably waive any objections thereto.

B. The Agreement is not a Federal procurement contract and is therefore not subject to the provisions ofthe Federal Property

and Administrative Services Act (41 U.S.C. §§ 251 ..260), the Fecleral Acquisition Regulations (48 CFR Chapter 1),01' any

other Fedcral procurement law.

C. Any provision ofthe Agreement that is dctcrmined to be prohibited 01' unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent ofsuch prohibition 01' unenforceability without invalidating the remaining provisions

ofthe Agreement, and no such prohibition 01' unenforceability in any jurisdiction shall invalidate such provision in any other

jurisdiction.

D. Failure on the part of Fannie Mae to insist upon strict compliance with any ofthe terms hereof shall not be deemed a

waiver, nor will any waiver hereuncler at any time be deemed a waiver at any other time. No waiver will be valid unless in

writing and signed by an authorized otI'icer of Fannie Mae. No failure by Fannie Mae to exercise any right, remedy, 01' power

hereunder will operatc as a waiver thereof. The rights, remedies, ancl powers provided herein are cumulative and not

exhaustive of any rights, remedies, and powers provided by law.

E. The Agreemcnt shall inurc to the benefit of and bc bincling upon the parties to the Agreement and their permitted

succcssors-i11- intel'Cst.

F. The Commitmcnt, the Service Schcdule(s) and the Assignment and Assumption Agreement (ifapplicable) may be executed

in two 01' more counterparts (and by ditferent parties on separate counterparts), each of which shall be an original, but all of

which together shall constitute one and the "ame instrument.

G. The Commitment, together with the Service Schedule(s), thc Financial Instrument, thc Certifications, the Assignment and

Assumption Agreement (if applicable) and the Program Documcntation, constitutes the entire agreement ofthe parties with

respect to the subjcct malter hercof. In the event of a conflict between any of the foregoing documents and the Program

Documentation, thc Program Documentation shall prevail. In thc event ofa conflict between the Program Guidelines and the

Supplemental Dircctives, the Program Guidelines shall prevail.

H. Any provisions of the Agreement (including all documents incorporated by reference thereto) that contemplate their

continuing effectiveness, including, but not limited to, Sections 4, 5.B., 6, 8, 9, II and 12 ofthe Commitment, and Sections 2,

3,5,7,8,9 and 10 ofthe Financial Instrument. and any other provisions (01' portions thereol) in the Agreement that relate to,

01' may impact, the ability of Fannie Mae and Freddie Mac to fulfill their responsibilities as agents of the United States in

connection with the Programs, shall survive the expiration 01' termination ofthe Agreement.

12
12. Defined Terms; Incorporation by Reference; Effect of Amendment and Restatement

A. All references to the "Agreement" necessarily include, in all instances, thc Commitment and all documents incorporated

into the Commitment by reference, whether 01' not so noted contextually, and all amendments and modifications thereto.

Specific references throughout the Agreement to individual documents that are incorporated by reference into the Commitment

are not inclusive of any other documents that arc incorporated by reference, unless so noted contextually.

B. The term "Effective Qi!te" means the date on which Fannie Mae transmits a copy ofthe fully executed Commitment, Initial

Service Schedule(s) and Finaneial Instrument to Treasury and ServiceI' with a completed covel' sheet, in the form attached

hereto as Exhibit E (the "Cov<;L:;iheet"); the Agrecment shall be effective on the Effective Date. Any Additional Service

Schedules that are executed and delivered to Fannie Mae after the Effective Date of the Agreement shall be also be

accompanicd by a completed Covel' Sheet and shall be effective on thc effeetive date 01' dates set forth therein. All executed

documents and accompanying Covel' Sheets will be faxed, emailed, 01' made available through other electronic means to

Treasury and ServiceI' in aecordance with Section 9.

C. The Program Documentation and Exhibit A - Service Schedule(s) (Service Schedule A-I, et seq.), Exhibit B - Form of

Financial Instrument, Exhibit C·, Form of Certification, Exhibit 0 - Form of Assignment and Assumption Agreement and

Exhibit E - Form of Covel' Sheet (in each ease, in form and, upon eompletion, in substance), including all amendments and

modifications thereto, are ineorporated into this Commitment by this reference and given the same force and effect as though

fully set forth herein.

D. The Prior Agreement is amended and restated in its entirety, and all ofthe terms and eonditions ofthe Prior Agreement are

superseded by the terms and conditions ofthis Agreement, effective as of the Effective Date ofthis Agreement.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]

13
III Witness Whe"eof, SCI'vicer and Fannie Mae by theil'duly authorized officials hereby execute snd deliver this Amended and

Restated COlllmitlllCllt to Plll'chH~,C Financial Instrument and ServiceI' Participation Agreement as of the Effective Date.

SERVIClm: Servis One, Inc" db. BSI Financial Services, Inc,

.!!;XHIIlITIi

I"ANNIE MAE, solely as Financial Agent of the

United Statcs

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Service Schedule(s)

FOrln of J,'inatlcial Insfl'Ull1cnt

1;01'111 ofCcl'tif1c.atioll

FOl'm of Assignment and Assumption Agreement

Form arCover Sheet
EXmllITA

SERVICE SCHEDULE(S)

Thc attached Service Schcdules together comprise Exhibit A to that certain Amended and Restated

Commitment to Purchase Financial Instrument and ServiceI' Participation Agreement (the "Commitment"),

entered into as ofthe Effective Date, by and between Federal National Mortgage Association ("Fannie Mae"),

a federally chartered corporation, acting as financial agent of the United States, and the undersigned party

C'Serviccr~').

Each ofthe Service Schedules attached hereto is effective as ofthe Effective Date, or on such other date or

dates as may be spccitied therein. All ofthe capitalized terms that are used but not defined in the Service

Schedules shall have the meanings ascribed to them in the Commitment.

£,xhibit "" is deemed to be amended to include all Additional Service Schedules (if any) that are executed and

delivcred by the parties aller the Effective Date in accordance with the Agreement, without any further action

on the part ofthe parties hereto.
This Service Schedule is appended to lhat cCl'tl-lin Amended and Restated Commitment 10 PUI'chase Finallcial Instrument and

Selvice.t' Pnl'licipntioll Agreemcnt (the "c.9...!llJn.H!1l~N"), cnteret! into AS of the Effective Dale, by and between Fedel'al National

M0I1gllgc Assol~iAtion ("EU!mi~kh\(t)1a fcdcmlly chartcred corporation, Heting flS tillflllcial "gent ofthe United States, nnd the

undcrsigned party ("Seryicel'''), and, togelhcl' with nil other Scrvices Schcdules appended thcroto (ifAny), constitutes ExhibilA to

the Commitment.

All aftlle. capitalized terms tlull Hre used but !lot defined below ShAll have the mean'fIIgs ascl'ibcd to theln in the Commitment Ol' in

flpplicabJe ProgJ'tlI11 DocUlllcnlfttiun.

1. Progl'fuIIJ~I.au!!:

ServiceI' hcrcby elects to pflrticipflle in the following Progmm:

Uomc l\rfoJ'tlnhle Modilication Pl'Ogl'Ont (IIAMP)

All services required to be performed by a p<t'1icilmting sel'viccl' HS set forth in the Pl'ogl'l\tH Doclimenlfltion fbI'

the Home Affordnble Modification Progralllunder the Emel'g~llcy Economic Stabilization Act of2008, [IS

amended. including, but not limited 10, obligfltions relflling to the moditicfltion offil'st lien mortgflge 10811s flnd

the provision of loan modification and foreelosure prevention services relating thel'eto.

'('his SCl'vlec Schedule i.'!I execufed nut! dclivel'cd ('ontcmpol'flllcously with thl.! Commitmcnt; Accordingly,

the cffective dl1tc of fhis Set'vice Schedule is the I<:fferfive Dl-ttc of fhe Agreement.

III Witness Whereof', ServiceI' 81ld Fannie Mae by their duly nuthorized ofiicillis hereby execute and deliver this Service Schedule

as ofthe effective dote ofthe Service Schedule set forth above.

SERVICER: Selvig OllC, Inc" t!ba OSI Financial Scrvices, Inc. l"ANNIE MA[~, solely flS FilHl.ncial Agent orlhe Unitcd

States

-------

A-I
This Service- Schedule is appended to thut ccl'lain Commitment to Purchase foimmcial Instrument and Servicel' Participation

Agreement (the "(.91Umj{mcllf'), entcl'cd into as orlhe Effective Date, by Alld between Federal N~tional MOl1gnge Association

("Fannie M~>l)j " fcdcl'rdly chllrtercd corporation, ~ctillg as financhll ~gent of the United States, and the undersigned pal'ly

C",fulli'l£Qr"). fll1d, together with .'lll othel' Sel'vices Schedules flPpended theroto (ifany), constitutes Exhjbit A to the Commitment

All ofllle capitalized tCl'm~ tlHlt (ne used but not defined below shRlI haw the meanings flscl'jbcd to them in the COlllll1itmentol' in

applic"hle Progratll Docliinellll'ltion,

Sel'vicer hercby elects to pftrlicipflle inlhe following Progrmn(s):

Second Licn Modificntioll Pl'ogl'nm

AII services requil'ed to be pel'fOI'lIlCd by a pRlticip~ting servicer flS set forlh in the Program Documentntioll fur

the Second Lien ModificRtioll Program under thc Emergency Economic Stabilization Act of2008, flS amended,

including, but not limited to, obligntions I'o[uting to the modification 01' extinguishment ofsecond lien mortgage

IOilllS and the. pl'ovision oflonn lllodificatioll ~lId forecioslire pre.vention Rea'vices relflting thereto,

This Service Schedule iB cffer.tivc fiS ofMa.v 4, 2010.

In Witness \Vllcl'oof, Sc]'vicel' lmd Fallnie Mae by their duly authorized officials hereby execute find delivel'1his Service Schedule

R!l of the effcctive dftte of the Service Schedule sel fOlth flbove.

SF;rtvICER: Servis Olle, IIlC" dba aSI Fillollc;al SC"vices, Inc,

A·2

~ANNIF. MAE, solely as Financial Agent of the United

States
EXIUllJTH

FORM OF.FINANCIAL INSTRUMENl:
FINANCIAL INSTRUMENT

This Financial Instrument is delivered as provided in Scction I ofthe Amended and Restated Commitment to Purchase

Financial Instrument and Scrvicer Participation Agrecment (the "Commitment"), entered into as ofthe Effective Date,

by and between Federal National Mortgage Association ("Fannie Mae"), a federally chartered corporation, acting as

financial agent ofthe United States, and the undcrsigned party ("Servicer"). This Financial Instrument is effective as

of the Effective Date. All of the capitalized terms that are used but not defined herein shall have the meanings

ascribcd to them in thc Commitment.

For good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, ServiceI' agrees as

follows:

I. Purchase Price Consideration; Servic,,-~. This Financial Instrumcnt is being purchased by Fannie Mae

pursuant to Section 4 ofthe Commitment in consideration for the payment by Fannie Mae, in its capacity as a

financial agent ofthe United States, ofvarious payments detailed in the Program Documentation and referred

to collectively in the Commitment as the "Purehase Price."

(a) The conditions precedent to the payment by Fannie Mae ofthe Purchase Price with respect to the

Services described on the Initial Service Schedules are; (i) the execution and delivery of this

Financial Instrument, the Commitment and the Initial Service Schedules by ServiceI' to Fannie

Mae; (ii) the execution and delivcry of the Commitment and the Initial Service Schedules by

Fannie Mae to ServiceI'; (iii) thc delivcry of copies of the fully executcd Commitment, Initial

Service Schedules and Financial Instrument to Treasury on the Effectivc Date ofthe Agreement;

(iv) the performance by ServiceI' of the Services described in the Agrecmcnt; and (v) the

satisfaction by ServiceI' ofsuch other obligations as arc sct fOlth in the Agrecment. ServiceI'shall

perform all Services in consideration for thc Purchase Price in accordance with the terms and

conditions ofthe Agreement, to the reasonable satisfaction of Fannie Mae and Freddie Mac.

(b) The conditions precedent to the paymcnt by Fannic Mae ofthe Purchase Price with respect to the

Scrviccs dcscribed on the Additional Service Schedules (if any) are: (i) the execution and

delivery ofthe Additional Service Schedules and the Certification by ServiceI' to Fannie Mae; (ii)

the execution and delivery ofthe Additional Service Schedulcs by Fannie Mae to ServiceI'; (iii)

the delivery ofcopics of the fully executed Additional Scrvice Schedules to Treasury; (iv) the

performance by Scrviccr of the Services described in the Agreement, in accordance with the

tcrms and conditions thereof, to the reasonablc satisfaction ofFannie Mae and Freddie Mac; and

(v) the satisfaction by ServiceI' ofsuch other obligations as are set forth in the Agreement.

2. AuthoritY-!.!!lSLAgreemcnt tQJ>artici.Jmg,llJ..1'.[Qg[~m. Subject to the limitations set forth in Section 2 ofthe

Agreement, ServiceI' shall usc reasonable efforts to remove all prohibitions or impediments to its authority

and to obtain all third party conscnts, waivcrs and dclegations that are rcquired, by contract or law, in order to

perform the Services.

3. Audits, Reporting and Data Retentiol!.

(a) Freddie Mac, the Federal Housing Finance Agency and othel' parties designated by the Treasury

or applicable law shall have thc right during normal business hours to conduct unannounced,

informal onsitc visits and to conduct formal onsite and offsite physical, personnel and

information technology testing, security reviews, and audits of ServiceI' and to examine all

books, records and data related to the Services provided and Purchase Price received in

connection with cach of the Programs in which Scrvicer participates on thirty (30) days' prior

written notice.

B-1
(b) Serviccr will collect, record, retain and provide to Treasury, Fannie Mae and Freddie Mac all

data, information and documentation relating to the Programs in which Servicer participates as

required by applicable Program Documentation. All such data, information and documentation

must be provided to the Treasury, Fannie Mae and Freddie Mac as, when and in the manner

speciJied in applicable Program Docllmentation. In addition, ServiceI' shall provide copies of

executed contracts and tapes of loan pools relatcd to the Programs for review upon request.

(c) Servicer shall promptly take corrective and remedial actions associated with reporting and

reviews as directed by Fannie Mae or Freddie Mac and provide to Fannie Mae and Freddie Mac

such evidence ofthe effective implementation of corrective and remedial actions as Fannie Mae

and Freddie Mac shall reasonably require. Freddie Mac may conduct additional reviews based

on its findings and the corrcctive actions taken by ServiceI'.

(d) In add ition to any other obi igation to retain financial and accounti ng records that may be imposed

by Federal or state law, Servicer shall retain all information described in Section 3(b), and all

data, books, reports, documents, audit logs and records, including electronic records, related to

thc performance of Services in connection with the Programs. In addition, ServiceI' shall

maintain a copy of all computer systems and application software necessary to review and

analyze thcsc electronic records. Unlcss otherwise directed by Fannie Mae or Freddie Mac,

ServiceI' shall retain these records for at least 7 years from the date the data or record was created,

or for such longer period as may be required pursuant to applicable law. Fannie Mae or Freddie

Mac may also noti(y ServiceI' Ii'om time to time of any additional record retention requircments

resulting from litigation and regulatory investigations in which the Treasury or any agents ofthe

United States may have an intcrest, and Servicer agrees to eomply with these litigation and

regulatory investigations requirements.

4. Internal Control Progr~m.

(a) ServiceI' shall develop, enforce and review on a quarterly basis for effectiveness an internal

control program dcsigned to: (i) ensure effective delivery of Services in connection with the

Programs in which ServiceI' participates and compliance with applicable Program

Documentation; (ii) effectively monitor and detect loan modiJication fraud; and (iii) effectively

monitor compliance with applicable consumer protection and fair lending laws. The internal

control program must include documentation ofthe control objectives for Program activities, the

associated control techniques, and mechanisms for testing and validating the controls.

(b) ServiceI' shall provide Freddie Mac with access to all internal control reviews and reports that

relate to Services under the Programs performed by Servicer and its independent auditing firm to

enable Freddie Mac to fulJiIl its duties as a compliance agent ofthe United States; a copy ofthe

reviews and reports will be provided to Fannie Mae for record keeping and other administrative

purposcs.

5. RepreseDtations, WJlrranti,,-~~nd_<::9V"f)!tnts, Servicer makcs the following representations, warranties and

covenants to Fannie Mae, Freddie Mac and the Treasury, the truth and accuracy of which are continuing

obligations of Servicer. In the event that any of the representations, warranties, or covenants made herein

cease to be true and correct, ServiceI' agrees 10 notify Fannie Mae and Freddie Mac immediately.

(a) ServiceI' is established under the laws ofthe United States or any state, territory, or possession of

the United States or the District ofColumbia, and has significant operations in the United States.

Servicer has full corporate power and authority to enter into, execute, and deliver the Agreement

13..2
and to perform its obligations hereunder and has allliccnses necessary to carryon its business as

now bcing conductcd and as contcmplated by thc Agreement.

(b) Scrvicer is in compliance with, and covenants that all Services will be performed in compliance

with, all applicable Federal, state and local laws, regulations, regulatory guidance, statutes,

ordinances, codes and rcquirements, including, but not limitcd to, the Truth in Lending Act, 15

USC 160 I § et seq., the Home Ownership and Equity Protection Act, 15 USC § 1639, the

Federal Tradc Commission Act, 15 USC § 41 et seq., the Equal Credit OppOltunity Act, 15 USC

§ 701 ct seq., the Fair Credit Reporting Act, 15 USC § 1681 et seq., the Fair Housing Act and

other Fcderal and state laws designed to prevent unfair, discriminatory or predatory lending

practices and all applicablc laws governing tenant rights. Subject to the following sentence,

Scrvicer has obtained or made, or will obtain or make, all governmental approvals or

registrations required under law and has obtained or will obtain all consents necessary to

authorizc the pcrformance of its obligations undcr the Programs in which ServiceI' participates

and the Agreement. The performance of Services under the Agreement will not conflict with, or

be prohibited in any way by, any other agreement or statutory restriction by which ServiceI' is

bound, provided, however, that Fannie Mae acknowledges and agrees that this representation and

warranty is qualified solely by and to thc extent of any contractual limitations established under

applicablc pooling and servicing agreements and other servicing contracts to which Scrvicer is

subject. ServiceI' is not aware of any other legal or financial impediments to performing its

obligations under the Programs in which ServiceI' participates or the Agreement and shall

promptly notify Fannie Mae ofany financial and/or operational impediments which may impair

its ability to pcrform its obligations under such Programs or thc Agreement. ServiceI' is not

delinqucnt on any Fedcral tax obligation or any other debt owed to the United States or collected

by the United Statcs for the bcnefit of others, excluding any dcbt or obligation that is bcing

contested in gond faith.

(c) ServiceI' covenants tbat: (i) it will perform its obligations in accordance with the Agreement and

will promptly provide such performance reporting as Fannie Mae may reasonably require; (ii) all

Services will bc ofTered to borrowcrs, fully documented and serviccd ,or otherwise performed, in

accordance with the applicable Program Documentation; and (iii) all data, collection information

and othcr information reported by Scrvicer to Fannie Mae and Freddie Mac under thc

Agreement, including, but not limited to, information that is relied upon by Fannie Mae or

Freddie Mac in calculating the Purchase Price or in performing any compliance review will be

true, complete and accurate in all material respccts, and consistent with all relevant business

records, as and when provided.

(d) ServiceI' covenants that it will: (i) perform the Services required under the Program

Documentation and tbe Agrccment in accordance with thc practices, high professional standards

of care, and degree of attention uscd in a well-managed operation, and no less than that which the

Scrviccr exercises for itsclfunder similar circumstances; and (ii) use qualified individuals with

suitahle training, education, cxpericnce and skills to perform the Services. Serviccr acknowledges

that Program participation may require changes to, or the augmentation of, its systems, staffing

and procedures, and covenants and agrees to take all actions necessary to ensure it has the

capacity to implcment tbe Programs in wbich it participates in accordance with the Agreement.

(e) ServiceI' covenants that it will comply with all regulations on conflicts of interest that are

applicable to ServiceI' in connection with the conduct ofits busincss and all conflicts ofinterest

and non-disclosure obligations and restrictions and related mitigation procedures set forth in the

Program Documentation (if any), as they relate to the Programs in which ServiceI' participates.

B-3
(I) ServiceI' acknowledges that the provision of false or misleading information to Fannie Mae or

Freddie Mac in connection with any of the Programs or pursuant to the Agreement may

constitute a violation of: (a) Fedcral criminal law involving Ihud, conflict ofinterest, bribery, or

gratuity violations found in Title 18 ofthe Unitcd States Code; or (b) the civil False Claims Act

(31 U.S.c. §§ 3729-3733). ServiceI' covenants to disclose to Fannie Mae and Freddie Mac any

credible evidence, in connection with the Services, that a management omcial, employee, or

conlmctor of ServiceI' has committed, or may have committed, a violation of the referenced

statutes.

(g) ServiceI' covenants to disclose to Fannie Mae and Freddie Mac any other facts or information that

thc Treasury, Fannie Mae or Freddic Mac should reasonably expect to know about ServiceI' and

its contractors to help protect the reputational interests ofthe Treasury, Fannie Mae and Freddie

Mac in managing and monitoring the Programs in which ServiceI' participates.

(h) ServiceI' covenants that it will timely inform Fannie Mae and Freddie Mac of any anticipated

Event of Default and of any Act of Bad Faith of which it becomes aware.

(i) ServiceI' acknowledges that Fannic Mae or Freddie Mac may be required to assist the Treasury

with responses to the Privacy Act of 1974 (the "PriYl\£i Act"), 5 USC § 552a, inquiries from

borrowers and Freedom oflnformation Act, 5 lISC § 552, inquiries from other parties, as well as

formal inquiries jj'om Congressional committecs and members, the Government Accounting

Office, Inspcctors Geneml and other government entities, as well as media and consumer

advocacy group inquiries about the Programs and their effectiveness. ServiceI' covenants that it

will respond promptly and accurately to all search requests made by Fannie Mae or Freddie Mac,

comply with any related procedures which Fannie Mae or Freddie Mac may establish, and

provide related training to employees and contractors. In connection with Privacy Act inquiries,

ServiceI' covenants that it will provide updated and corrected information as appropriate about

borrowcrs' records to cnsure that any system ofrecord maintained by Fannie Mae on behalf of

the Trcasury is accurate and complete.

(j) ServiceI' acknowledges that Fannie Mae is required to develop and implement customer service

call ceuters to rcspond to borrowers' and other parties' inquiries regarding the Progmms, which

may requirc additional support li'om ServiceI'. ServiceI' coveuants that it will providc such

additional customer service call support as Fannie Mae reasonably determines is necessary to

sllpport the Programs in which ServiceI' participates.

(k) ServiceI' acknowledr,es that Fannie Mae and/or Freddie Mac are required to develop and

implement practices to monitor and detect loan modification jj'aud and to monitor compliance

with applicable consumer protection and fair lending laws. ServiceI' covenants that it will fully

and promptly cooperate with Fannie Mae's inquiries about loan modification fraud and legal

compliance and comply with any anti-fj'aud and legal compliance procedures which Fannie Mae

and/or Freddie Mac may require. ServiceI' covenants that it will develop and implement an

intemal control program to monitor and detect loan modification fraud and to monitor

compliance with applicable consumer protection and fair lending laws, among other things, as

provided in Section 4 of this Financial Instrument and acknowledges that the internal control

program will be monitored, as provided in such Section.

(I) S""viccr shall sign and deliver a Ccrtificationlo Fannie Mae and Freddie Mac beginning on June

1. "010 and again on.lnne I of each year therealler during the Term, and upon the execution and

B-4
dclivery by ServiceI' of Additional Service Sehedule(s) (if any) dul'ing the Term, in each case in

the form attached as [o'SlliiljLG to the Agreement.

(m) Solely if ServiceI' has clected to participate in the Second Lien Modification Program by

executing and delivering to F8IlIlie Mae a Service Schedule rclating thereto, ServiceI' represents,

warrants and covenants that each mortgage loan it modifies under the Second Lien Modification

Program is, 01' will be at the time of modification, a lien that is second in priority relative to the

first licn that was modified under the Programs.

6. .Use ofCQDtra.<;,cQ!Ji. Serviccr is responsi ble for the supcrvision and management ofany contractor that assists

in the performance of Services in connection with the Programs in which ServiceI' participates. ServiceI' shall

remove and replace any contraetor that fails to perform. ServiceI' shall ensure that all of its contractors

comply with the terms and provisions of the Agreement. ServiceI' shall be responsible for the acts 01'

omissions of its contractors as if the acts or omissions were by the ServiceI'.

(a) For purposes ofthi, Section, the following definitions apply:

(i) "P'!1~" means any recorded information, regardless offonn 01' the media on which it

may be recorded, regarding any ofthe Services provided in connection with the Programs.

(ii) "l~iJn.u,,!J..B,ig1}ts" means non-exclusive rights to, without limitation, use, copy,

maintain, modify, enhance, disclose, reproduce. prepare derivative works, and distribute, in

allY manner, for any purpose related to the administration, activities, review, or audit of, or

public reporting regarding, the Programs and to permit others to do so in connection

therewith.

(iii) "NP[" means nonpublic personal information, as defincdunder the GLB.

(iv) "GIJ.l" means thc Gramm-Leach-Blilcy Act, 15 U.S.C. 6801-6809.

(b) Subject to Section 7(c) below, Treasury, Fannic Mae and Freddie Mac shall have Limited Rights,

with respect to all Data produced, dcveloped, 01' obtained by ServiceI' 01' a contractor ofServiceI'

in connection with the Programs, provided, however, that NI'l will not be transferred by Fannie

Mae in violation ofthe GL8 and, provided, flll'ther, that ServiceI' acknowledges and agrees that

any use of 1'11'1 by, the distribution 01'1'11'1 to, 01' the transfer of 1'11'1 among, Federal, state and

local govel'llment organizations and agencies does not constitute a violation of the GLB for

purposes of the Agreemcnt. If requcstcd, such Data shall be made available to the Treasury,

Fannie Mae, or Freddie Mac upon request, or as and whcn directed by thc Program

Documentation rclating to thc Programs in which ServiceI' participates, in industry standard

useablc format.

(c) Servieer exprc,;sly consents to the publ ication or its name as a participant in the Programs listed

on the Service Schedules, and the usc and publication of Scrvicer's Data, subject to applicable

state and fedcral laws regarding conl1dentiality, in any form and on any media utilized by

Treasury, Fannie Mae or Freddie Mac, including, but not limited to, on any website or webpage

hosted by T""aslll'y, Fannie Mae, or Freddie Mac, in connection with such Programs, provided

that no Dala placed in the public domain: (i) will contain the namc, social security numbcr, 01'

street address of any borrower or other information that would allow the borrower to be

8-5
identified; or, (ii) will, if presented in a form that links the ServiceI' with the Data, include (x)

information other than program performance and participation related statistics, such as the

number of mod ifieations or extinguishments, performance ofmodi fications, characteristics ofthe

modified loans, or program compensation or fees, or (y) any information about any borrower

other than creditworthiness characteristics sueh as debt, income, and credit score. In any Data

provided to an enforcement or supervisory agency with jurisdiction over the ServiceI', these

limitations on borrower information shall not apply.

(a) Servieer shall not make usc of any TreasUl'Y name, symbol, emblem, program name, or product

namel in any advertising, signage) promotional material, press release, Web page, publication, or

media interview, without the prior written consent oUhc Treasury.

(b) ServiceI' shall not publish, or cause to have published, or make public use ofFannie Mae's name,

logos, trademarks, or any information about its relationship with Fannie Mae without the prior

written permission of Fannie Mae, which permission may be withdrawn at any time in Fannie

Mae's sole discretion.

(c) ServiceI' shall not publish, or cause to have published, or make public use ofFreddie Mac's name

(i .c., "Freddie Mac" or "Federal Homc Loan Mortgage Corporation"), logos, trademarks, or any

information about its relationship with Freddie Mac without the prior written permission of

Freddie Mac, which permission may be withdrawn at any time in Freddie Mac's sole discretion.

9. Limitation .Q,LLJ_ul;JjJiLy. IN NO EVENT SHALL FANNIE MAE, THE TREASURY, OR FREDDIE

MAC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR

AFFILIATES BE LIABLE TO SERVICER WITH RESPECT TO ANY OF THE PROGRAMS OR THE

AGREEMENT, OR FOR ANY ACT OR OMISSION OCCURRING IN CONNECTION WITH THE

FOREGOING, FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO

DIRECT DAMAGES, INDIRECT DAMAGES, LOST PROFITS, LOSS OF BUSINESS, OR OTHER

INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR

UNDER ANY LEGAL THEORY WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT THE DAMAGES WERE

REASONABLY FORESEEABLE; !:'J~.QY'DEQ,jlQ)'.'EVER,THAT THIS PROVISION SHALL NOT

LIMIT FANNIE MAE'S OBLIGATION TO REMIT PURCHASE PRICE I'll.YMENTS TO SERVICER

IN ITS CAPACITY AS FINANCIAL AGENT OF THE UNITED STATES IN ACCORDANCE WITH

THE AGREEMENT.

1O. 'nd_el)1Jlif[<;~JjQD.' ServiceI' shall indemnify, hold harmless, and pay for the defense of Fannie Mae, the

Treasury and Freddie Mac, and their respective officers, directors, employees, agents and affiliates

against all claims, liabilities, costs, damag~s, judgments, suits, actions, losses and expenses, including

rcasonable attorneys' fees and costs of suit, arising out of or resulting from: (a) Servicer's breach of

Section 5 (Representations, Warranties anel Covenants) of this Financial Instrument; (b) Scrvicer's

negligcnce, willful mi,;conduct 01' faillll'e to perform its obligations under the Agreement; or (c) any

injuries to persons (including lkath) or damages to property caused by the negligent or willful acts or

omissions ofScrvicer 01' its contractors. ServiceI' shall not settle any suit 01' claim regarding any ofthe

foregoing without Fannie Mac's prior written consent if such settlement would be adverse to Fannie

Mae's interest, or the interests ofthe Treaslll'Y 01' Freddie Mac. ServiceI' agrees to payor reimblll'se all

costs that may be inelll'red by Fannie Mac and Freddk Mac in enforcing this indemnity, including

attorneys' fC3S.

[3..6
IN WITNESS WHEREOF, ServiceI' hereby executes this Financial Instrument on the date set fOlih below.

Servis One, Inc., dba 13SI Financial Services, Inc.:

~o~~:~~~ . - - -- .~-~---- -

lit lorized Official

uthorized Of11eial]

05"-/0-/0 -~---------_..-._------

Date

13-7
EXHIBIT C

.FORM OF CERTIFIC~TION
This Cet1ification is delivered as provided in Section I.C. onhe Amendcd and Restated Commitment to Purchase Pinancial Instrument and ServiceI'

Participation Agreement (the "Commitment"), effective as of[INSERT], by and between Federal National MOl1gage Association ("Fannie Mae"), a

federally chm1ered corporation, acting as financial agent of the United States, and the undersigned pat1y ("Servicer"). All terms used, but not

defined herein, shalllHwe the me<lnings ascribed to them in the Commitment.

Servicer hereby certifies, as of(INSERT DATE ON WHICH CERTIFICATION IS GIVEN], that:

I. ServiceI' is established under the laws ofthe United States or any state, territory, or possession ofthe United StCltes or the

District ofColumbia, and has signitic<lnt operations in the United States. ServiceI' had full corporate power and authority to enter

into, execute, and deliver the Agreement and to pcrform its obligations hereunder and has allliccnses necessary to canyon its

business as now being conducted and a5 contemplated by the Agreement.

2. Scrvicer is in compli,mce with, and certifies that all Services have bcen pcrformed in compliance with, all applicable

Federal, state and local laws, rcgulations, regulatory guidance, statutes, ordinances, codes and requirements, including, but not

limited to, the Truth in Lending Act, 15 USC 160 I § et seq" the Home Ownership and Equity Protection Act, 15 USC § 1639, the

Federal Trade Commission Act, 15 USC § I et seq" the Equal Credit Opportunity Act, 15 USC § 70 I et seq" tbe Fair Credit

Reporting Act, 15 USC § 1681 et seq" tbe Fair Housing Act and other Federal and state laws designed to prevent nnfair,

discriminatory or predatory lending practices and all appl icablc laws governing tenant rights. Subject to the following sentence,

Servicer has obtained 01' made all governmcntal approvals 01' registrations required under law and has obtaincd all consents

necessmy to authorize the performance ofits obligations under the Programs in which ServiceI' participated and the Agreement.

The performance ofServices under the Agrecment has not conflicted with, Ot' been prohibited in any way by, any otber agreement

Ot' statutory restriction by which ServiceI' is bound, except to the extent ofany contractual limitations LInder applicable pooling and

scrvicing agreements and other servicing contracts to which ServiceI' is subjcct. ServiceI' is not aware of any other legal or

financial impediments to performing its obligations undcr the Programs 01' the Agreemcnt and has promptly notified Fannie Mae of

any financiCl! and/or operational impediments which may impair its <lbility to perform its obligations under the Programs or the

Agreement. ServiceI' is not delinquent on any Federal tax obligation or any other debt owed to the United States 01' collected by

the United States for the benefit of others, excluding any debts or obligations that are being contested in good faith.

3. (i) ServiceI' hac; pcrformed its obligations in accordance with the Agreement and has promptly provided such performance

reporting as Fannie Mae and Frcddie Mac have reasonably required; (ii) all Services have been offered by Servicerto borrowers,

flilly documented and serviced by ServiceI' in accordance with the applicable Program Documentation; and (iii) all data, collection

information and other information reported by ServiceI' to Fannie Mae and Freddie Mac under the Agreement, including, but not

limited to, information that was relied upon by rannie Mae and Freddie Mac in calculating the Purchase Price and in performing

any compliance review, was (rue, complete and accurate in all mClterial respects, and consistent with all relevant business records,

as and when providcd.

4. ServiceI' has: (i) performed thc Services required under the Program Document<l(ion and the Agreement in accordance

with the prnctices, high professional standards of care, and degree ofClttelltion used in a well-managed operation, and no less than

that wbich the ServiceI' excrcises for itself lIndel' similar circulllstances; and (ii) used qllClli tied individuals with suitable training,

education, experience and skills to perform the Services. ServiceI' acknowledges that Pl'Ogram participation required changes to, or

thc (lugmentation of, its systems, staffing and procedUl'cs; Servicel'took all actions nccessary to ensure tbat it had the capacity to

implement the Programs in which it participated in accordance with the Agreement.

5. ServiceI' bas complied with all regulations on conflicts of interest that arc applicable to ServiceI' in connection with the

conduct of its business and all confliets of interest and non-disclosUI'e obligations and restrictions and related mitigation

procedures set forth in the Program Documentation (if any), as they related to the Programs ill which ServiceI' participated.

6. Servicer acknowledges that the provision offCllse or misleading information to Fannie Mae or Freddie Mae in connection

with the Programs 01' plil'suant to the Agreement may constitute a violation of: (a) Federal criminal law involving fraud, conflict of

interest, hribe.y, or g,ratuity violations foulld in Title 18 of the United States Code; or (b) the civil False Claims Act (31 U,S,c. §§

3729-3733). Serviccl' has disclosNI to £'aunie Mae Clnd Freddie Mac any credible evidence, in connection with the Services, thata

management official, employee, or contractor of Serviccl' has committed, or mfl)' have committed, a violation ofthe refereneed

statutes.

C-I
7, ServiceI' has disclosed to Fannie Mae and Freddie Mac any othel' facts or information thClt the Treasluy, Fannie Mae or

Freddie Mac should reasonnbly expect to know about ServiceI' and its contractors to help protect the reputational interests ofthe

Treasury, Fannie Mae and Freddie Mac in lll<lnaging and monitoring the Progrmlls.

8. ServiceI' acknowledges lhat Fannie M<lC and Freddie Mac may be required to assist the Treasury with responses to the

Privacy Act of 1974 (lhe «I~LiYn~-Yj\s:.t"), 5 USC § 552a, inquiries fi'om borrowers and Freedom oflnformation Act, 5 USC § 552,

inquiries from other parties, as well as formal inquiries from Congressional committees and members, the Government Accounting

Office, Inspectors General and other government entities, as well as mcdia and conSUlllel' advocacy group inquiries about the

Programs and their effectiveness. ServiceI' has rcsponded promptly and accurately to all search requests made by Fannie Mae and

Freddie Mac, complied with any related procedures which Fannie Mae and Freddie Mac have established, and provided related

training to employees and contractors. In cOllncction with Privacy Act inquiries, ServiceI' has provided updated and corrected

information (lS appropriate about borrO\\lcrs' records to ensure that any system of record maintained by Fannie Mae on behalfof

the TreasUlY is aCCUI'rlte and complete.

9. Servicel' acknowledges that Fallllie Mae is required to develop Cllld implement customer service call centers to respond to

borrowers' and other parties' inquiries rcgarding the Programs in which ServiceI' participates, which may require additional

support from ServictT. ServiceI' has provided such additional customer service call support as Fannie Mae has reasonably

requested to support slich Programs.

10. ServiceI' acknowledg(-~s that Fannie Mae and/OI' Freddie Mac arc required to develop m1(1 implement practices to monitor

and detect loan modification fraud and to monitor compliance with applicable consumer protection and fair lending laws. ServiceI'

has fully and promptly cooperated with Fannie Mae's inquiries about loan modification fraud and legal compliance and has

complied with any anti-fraud and legal compliance procedures which Fannie Mae and/or Freddie Mac have required. ServiceI' has

developed and implcmented an intel'llal control program to monitor and detcct loan modification fraud and to monitor compliance

\vith applicable consunwr protection and fair lending laws, among other things, as provided in Section 4 of the Financial

Instrument.

II. Solely if Scrvicer has elected to participate in the Second Lien Modific(ltioll Program by executing and delivering to

Fannie Mae a Service Schedule relating thereto, ServiceI' 8eknowledges that each mortgage IOCll1 it modified under the Second Lien

Modification Progrmn W(lS, a( the time ofmodificatioll. second in priority relative to the first lien that was modified under the

Programs.

In the event that any ofthe certifications made herein are discovered not to be true and correct, ServiceI' agrees to notify Fannie Mae and Freddie

Mac immediately.

[iNSERT FULL LEGAL NAME OF SERVICERl

[Name of Authorized Official]

[Title of Authorizcd Official]

Date

C-2
!~XHI.!llLQ

fOg!~L9F AS§.~G1'iM'W!..';'l'!D A~§'UM.!~nOl'l ~GREEMEN,!:
This A~signment and Assumption Agreemcnt (the "A~jj!.!lI,nent anQAsj;umptiol!-Ag",-~n,nt") is entcred into as of[INSERT

W{\"[WJby and betwcen [INSERT FULL LEGAL NAMEOF ASSIGNOR] ("6SSlll'J0r") and [INSERT FULL LEGAL NAME

(j)lI'ASSIGNEE] ("Assjpdl-,,""), All terms used, but not defined, herein shall have the meanings ascribed to them in the

Underlying Agreement (dcfincd below).

WHEREAS, Assignor and Federal National Mortgage Association, a fedcrally chartercd corporation, as financial agent ofthe

United States ("fannie,Ma.<e"), are paliies to an Amended and Rcstated Commitment to Purchase Financial Instrument and

ServiceI' Paliicipation Agreement, a completc copy ofwhich (including all exhibits, amendments and modifications thereto) is

attached herelo and incorporated herein by this rcfcrence (the "!lDde.rlY!l!R.t\greement");

WHEREAS, Assignor has agreed to assign to Assignce all ofit, rights and obligations under the Underlying Agreement with

respect to the Eligible Loans that arc identified on the schcdule attached hereto as Sch"dule.l (collectively, the "Assigneg

Rights alld Obl!@!l;lI1s"); and

WHEREAS, Assignee has agrced to assume the Assigned Rights and Obligations.

NOW, THEREFORE, for good and valuable consideration, thc rcceipt and sufticiency ofwhich are hereby acknowledged, the

parties hereto agree as follows:

1. Assignment. Assignor hereby assigns to Assignee all ofAssignor's rights and obligations under the Underlying Agreement

with respcct to the Assigned Rights and Obligations,

2. Assumption. Assignee hereby accepts the foregoing assignment and assumes all ofthe rights and obligations ofAssignor

under the Underlying Agreement with respect to the Assigncd Rights and Obligations.

3. Dff~Jive D'!J.<e. Thc date on which thc assignment and assumption of rights and obligations under the Underlying

Agreement is effective is [INSERT EFFECTIVE DATE OF ASSIGNMENT/ASSUMPTION].

4. ,Successors. All future transfers and assignments ofthe Assigned Rights and Obligations transferrcd and assigned hereby

are subject to the transfer and assignment provisions of the Underlying Agreement. This Assignment and Assumption

Agreement shall inure to the bendit of, and be binding upon, the permitted successors and assigns ofthe parties hereto.

5. Countcrparts, This Assignment and Assumption Agreemcnt may be executed in GOunterparts, each of which shall be an

original, but all of which togethcr constitute one and the samc iustrument.

D-I
IN WITNESS WHEREOF, Assignor and Assignee, by their duly authorized officials, hereby execute and deliver this

Assignment and Assumption Agreement, together with Schedule I, effective as ofthe date set forth in Section 3 above.

ASSIGNOR: [INSERT FULL LEGAL NAME OF

ASSIGNOR]

By:--~----_.

Name:,____ _ ,,__ ,, ~_

Title: .__ _

Date:

0-2

ASSIGNEE: [INSERT FULL LEGAL NAME OF

ASSIGNEE]

By:

Name:~----

Title:

Dale:
SCHEDULE 1

J.Q

ASSIGNMENT AND ASSUMPTION AGREEMENT

D-J
EXHIBIT E;

!~RM OF S,;Q.YER SHEEI
~;over Sheet fot Transmission.of Amended @lld R~_stated Commitment t'.' Pnrehase Finaneial

InstrUJ.!!.~nt and Servieer l'artigllatioll Agreement and Related DQellments

To: [INSERTrULL LEGAL NAME OFSERVICERj ("fu>!:Yl~_,J:"), [INSERTSERVICER CONTACT]

"'rom: Federal National Mortgage Association, a federally chartered corporation, as financial agent of the

United States ("EanQj~JY11!>'.")

CollY To: The U.S. Department ofthe Treasury, [INSERT TREASURY CONTACT]

pate, [INSERT DATE OF TRANSMISSION]

~ethod ofTransltJ.issiQ!'l [Facsimile to [INSERT FAX NUMBEROF SERVICER]] [[Email with PDF filc

attached to [INSERTSERVICER EMAIL ADDRESS][Specify other method of electronic delivery]]

[lfu.THIS TRANSMISSION OCCURS V...e..QN EXSCUTJONDECQMMITMENT:]This transmission

constitutes noticc to Servieer that thc Amended and Restatcd Commitmcntto Purehasc Financiallnstrumcnt

and Servicer Participation Agrcement, by and betwcen Fannie Mac and Servicer (the "Commitment") and the

Service Schedule(s) and Financial Instrument attached thereto have been fully exccuted and are effective as of

the date ofthis transmission. The date ofthis transmission shall be the "E1festive_pate" ofthe Commitment,

the Servicc Schedule(s) and the Financial Instrument.

[lFTHI§TRANSMISSJQN Oi:<;;.UR~N_COJ'''L~JXT1QNWITHPELIVt;\.BY OF ADDITIONAL SERVICE

,';1CHEDULES:] This transmission constitutes noticc to Scrvicer that Additional Scrvice Schedule(s) and a

Certification have been delivered by Scrvicer to Fannie Mae, pursuant to Section 4 of the Amendcd and

Restated Commitment to Purchase Financial Instrument and Servicer Participation Agrcement, by and

between Fannie Mae and Servicer (the "~Qll1.milm.~nt"). The Additional Service Schcdule(s) and the

Certification attached hereto have been fully executed and are effcctive as of the date set forth in the

Additional Service Schcdule(s).

Copies of the fully cxccutcd Additional Service Schedule(s) and the Certification are attached to this

transmission for yOlll' records.

E-I