COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

SERVICER PARTICIPATION AGREEMENT

This Commitm~ntlo Pur~has~ Financial.lnstrumentand Servicer Participation Agreement (the "Commitment") is entered into

as ofthe Effective Date, by and between Federal National Mortgage Association, a federally chartered corporation, as finlll1cial

agent ofthe United States ("Fannie Mae"), and the undersigned party ("Servicer"). Capitalized terms used, but not defined

contextually, shall have the meanings ascribed to them in Section 12 below.

1~e~1I111s

WHEREAS, the U.S. Department of the Treasury (the ""freasury") has established a Making Home Affordable Program

pursuant to section 101 and 109 ofthe Emergency E~onomic Stabi1i7.>ltion A~t of2008 (the "M"), as se~tion 109 ofthe Act

has bc~n am~nded by section 7002 ofthe American Recovery and Reinvestment Act of2009;

WHEReA'S, the Treasury has established a variety ofprograms (the "Programs") under the Act to stabilize the housing market

by facilitating tlrst lien mortgag~ loan modifications. facilitating second lien mortgage loan modifications lIl1d

extinguishments. providing home price decline protection incentives, encouraging fore~losure alternativcs,. such as short sales

and dceds In lieu offoreclosure, lIl1d making otherforeclosure prevention services available to the marketplace (colleclively,

the "Services");

WHEREAS, th~ Programs may include Services relating to FHA. VA and USDA 101ll1s;

WHEREAS, Fannie Mac has been designated by the Treasury as a flnlll1cial agent ofthe UnIted States in cOIlllection with the

Implementation ofthe Progr1ll11s; all referencesto Fannie Mae in the Agreementshall be in its capacity as financial agent ofthe

United States;

WHEREAS, Fannie Mae will ful'nU the roles of administrator and record keeper for the Pl'Og'·1Il11S, 'Uld In conjunction

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

the Pl'Ograms, consistent with thc Act and in ae~ordance with the directives of. lIl1d guidlll1ce provided by, the Treasury;

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

agent ofthe United States and will tltltilla compJilll1ce role in cOlUlection with the ProgL"llllls; aUreferenccs to Freddie Mac in

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

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

and builetlns to implement the Programs with respect to mortgage 101ll1s owned. securitized, or guaranteed by Fannie Mac or

Freddic Mac (the "!:iSn Loans"); accordingly, this Agreemcm docs not apply to the asn Loans;

WHeReAS, ail other servicers, as well as Fannie Mae and Freddie Mac approved servicers. that wish to participate in the

Program's with respect to loanstlmt are not GSE Loans (coilectlvely, "Participating Servlcers") must agree to ~ertain terms and

conditions relating to the respective roles and responsibilities ofparlicipants and otllerfinancial agcnl' ofthe government; mId

WHEREAS, ServiceI' wishes to participate In the Programs as a Participating Servicer on the terms lIl1d subject to the

conditions set forth herein.

Accordingly, In consideration oftlle representations, warranties, and mutual agreements set li:Jrth herein and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FannlcMae and Servicer ag,'ee as

follows.
1. Services

Agreement

A. Conlemporaneously wilh Ih. execution and delivery ofthis Commitment and the FinanciallnstTument. Serviccr will

execute and deliver 10 Fannie Mae one or more schedules describing the Services to be performed by ServiceI' pursuant to this

Agreement, effective as ofthe Effective Date ofthe Agreemenl (each, a "Service Schedule" or an "Initial Service Schedule"

and, collectively, the "["itial Service SchedulesU). After the Effective Date ofthe Agreement, Servicer may opt-in to any

additional initiatives offered by Treasury In connection with the Programs by e"ecming and delivering to Fannie Mae one or

more additional Service Schedules describing the Services relaling 10 such initiatives (each, a "Service Schcdlllc" or an

"Additinnal Service Schedllic" and, collectively, the "Additional Service SchedUles") (the Initial Service Schedules and the

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

Fannie Mae by Servicer from time to time will be numbered sequenti"lIy (e.g. Serviee Sehedule A-l; Service Schcdllic A.2;

Service Schedule A·3; et seq.) and are referenced herein. collectively, as Exhibit A; E"hibit A is hereby incorporated into the

Commitment by this reference.

B. Snbjectto Section 10.C., Sel'Vieershall perform lhe Servioes described in (I) the Financial Jnstl'llment attached hereto

as Exhibit B (the "Financial Instl'llment"); (H) the Service Sehedules attached hereto, colleotively, as Exhibit A; (iii) the

guidelines and prooedures issued by the TreaslllY witilfespect to the Programs outlined in the Servioe Schedules (the "Program

GuidelInes"); and (iv) any supplemental documentation, instructions. blliletins, frequently asked questions, letters, dil'ectives,

or other communications, incl uding. bll! not lImited to, busIness continuity requirements, compliance requircments,

performance requirements and related remedies, issued by the Treasury, Fannie Mae, or ~reddie Mac in order to c1mnge, 01'

further describe or clarifY the scope of, the rights and duties ofthe Partloipating Selvicers in connection with the Programs

outlined in lhe Service Schedules (the "Supplemental Directives" nnd, together with the Program Guidelines, the "Progrnm

Documentation"). The Program Documentation will be available to all Participating Selvicers at www.HMPadmin.eom: for

the avoid.noe of doubt, the term "Progrant Documentation" includes all of the Program GnideHnes and Supplemental

Directives issued by Trcasury and made available to Participating Servicers at www.HMPadmin.c(lm prior to the Effective

Date of ti,e Agreement, The Program Daoumentation, as the same may be modified 01' amended From time to time in

.coord.nce with Section 10 below, is hereby incorporated into lho Commitment by this reference.

C. Servicer's represont.tions and warranties. and acknowledgement of and agreement to fllifill or satisfY oertain duties

and obligations, with respect to its participation in the Programs and LInder the Agreement are set forth in the Pinanei.1

Instrumenl. Servicer's certification as to its continuing complianee with, and the truth and accuracy of, the representations "nd

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

"Cerl.ificat10n"). beginning on June 1,2010 and again on June 1ofeaoh yearthereafter during the Term (as defined below) and

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

D. The recitals set forth abovo are horeby inoorporated herein by this reference.

2. Authority and Agreement to Purlieipate in Programs

A, ServiceI'shall petiorm the Servicos for all mortgage loans it services, whether it services such mortgage ioans For IIS

own account or for the account ofanother party, including any holders ofmortgage-backed securiUes (each such other party.

an "Investol''').

B. Fannie Mae aoknowledges that ServiceI' may sorvieo mortgage ioans for its own account or for the aooount ofoue or

more Investors and may be subject 10 restrictions set forth in pooling and serVicing agreements or other servicing oontracts

governing Servieer's servieing of a mortgage loan; ServiceI' shall use reasonable efforts to ,'emove all prohibitions or

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impedim~nts to its authority, and use reasonable efforts to obtain all third party con~cnts,. waivers and delegations th«t are

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

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

performing any Services under the Progt'runs, or (y) the pooling and servicing agreement or othorsorvioing contract governing

Servicer'sservicing. of[\ m0l1gage loan prohibits Servicer from performing such Servicesfor that mortgage loan, $c:rviccr $ha11

not be required to perform such Services with respect to that mortgage loan and shall not receive all or any portion ofthe

Purchaso Prico (defined below) otherwise payable for such Serviees with r~spect to such loan.

D. Notwithstrulding anything to the contrary contained herein, the Agreement does not apply to aSE Loans. SorviccTS aro

directed to the servicing guides and bulletins issued by Fanni~ Ma~ and Freddi~ Mac, respectively, concerning the Pl'Ogrruns as

applied to QSE Loans.

E. Servicer's performance ofthe Services ruld implement<1tion ofthe Progrmns shall be subjectto review by Freddie M<1C

and its agents and designees as moro fully set forth in the Agreement,

3. Set Up; Prerequisite to Payment

Scrvicer wi II provide to Fannie Mae; (a) the set up information required by the Program Documentation and [my ancillary or

administrative inf'Jl1nation requested by Fannie M<1e in order to process Servicer's participation in the Programs as a

Participating Servieer on or before the Effective Dale ofthe Agreement as to the Initial Set'Vice Schedules that are executed

and delivered contemporaneously herewith, and on or beforo the effective date ofthe Additional Service Schedules (if any)

executed and delivered after the Effective Date ofthe Agreement; and (b) the data c1emcnts for each mortgage obligation,

property, or borrower eligibie for the Programs as and when described in the Pl'Ogrmn 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 provided.

4. Agreement taPul·.hase Financial Instrument; Payment of Purchase Price

A, Fannie Mae, in its capacity as a finmlcial agent ofthe United Stlltes, agrees to purchase, and Servieer agrees to sell to

Fannie Mae, in such capacity, the Financiallnstrumcnt that is executed and delivered by Servicer to Fannie Mae in the form

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

B. The conditions precedent to the payment by Fannie Mile orthe Purch..,e Price with respect to the Sel'Vices described

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

Finnnciallnstt'Ument by Sel'Vlcer to Fannie Mllc; (b) thc execution and delivery ofthe Commitment and the Initial Service

Schedules by Fannie Mae to Servicer; (c) the delivery ofcopies ofthe fully executed Commitment,lnitial Service Schedules

and Financial Instrument to Treasury on the Effective Date ofthe Agreement; (d) the performance by Servicer ofthe Services

described in the Agreement, in accordance with thc terms and conditions thereof, to the reasonable satisfaction of Fannie Mac

and Freddie Mac; and (e) the satisfaction by Servicer ofsuch other obligations .., arc sot forth in the Agreement.

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

on the Additional Service Schedules (lfany) are; (a) the execution and delivery orthc Additional Set'Vice Schedules and the

Certification by Servicerto FIlIUlie Mae; (b) the execution and delivery ofti,e Additional Service Schedules by Fannie Mae to

Servicer; (c) the d~livery of copies ofthe fully executed Additional Service Schedules to Treasm)'; (d) the perf0t111anCe by

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

satisfaction ofFannie Mae and Frcddic Mac; and (e) the satisfaction by Servieer ofsuch Olher obligations as are set forth in the

Agreement.

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D. Solely in its capacity as the financial ascntofthe United States, and subject to subsection E. below, Fannie Mac shali

remit all payments described in ti,e Program Documentation to ServiceI' for thc account or credit ofService1', Investors and

borrowers, in each case in accordance with the Program Documentation (all sue:h payments, collectively, lhe I'Purchas.c

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

applied by Selvicer as requi!'ed by the Program Documentation. Fannie Mae shall have no liability to ServiceI' with respect to

the payment ofthe Purchase Price, unless lU1d until: (a) ServiceI' and all Olher interested parties have satisfied all pre-requisites

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

llmited to, the delivery ofali data elements required by Section 3 ofthis Commitment; and (b) the Treasury has provided fnnds

to Fannie Ma.~ 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 ServiceI' by Fannie Mae as the financial agent of the United States as and when

described herein and in the Ptogram Doeumentation in consideration for the execution and delivery ofthe Financlallnslrument

by ServiceI' on or before the Effective Date ofti,e Agreement, upon the satisfaction ofthe conditioll5 precedent to payment

described in this Section 4.

F. The value ofthe Agreement is limited to $250,000.00 (tile "Prngram Participation Cap"). Accordingly, thc aggregale

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

that are executed and delivered in connectlon with the Agreemcnt may not exceed the amount ofthe Program Participation

Cap. For each Se.vice to be performed by ServiceI', the aggregate rem,uning Purchase Price available to be paid 10 ServiceI'

under the Asreement wi II be reduced by the maximum Purchase Price potentially payable with respect to that Selvice. In tIle

event the Purchase Price actually pn.id with respect to that Service is less than the maximum Purchase Price potentially

payable, the aggregatc remaining Purchase Price available to be paid to ServiceI' underthe Agreement will be increased by Ihe

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

payment obligalion 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 aggrcgale Purchase Price paid or payabie to ServiceI' under the

Agreement equals the Program Participation Cap. Treasury may, from time to time ia its sole discretion, adjust the amount of

the Program Participation Cap. ServiceI' will be nNified of all adjustments to the Program Participation Cap In writing by

Fannie Mae.

G. ServiceI' shall maintain complete and accurate records of, nnd supporting documentation for, all Services providcd in

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

homeowner's insurance, hnznrd insurance, flood insurance and homeowner's association and/or condo fees), delinquencies illld

the terms ofeach agreement executed underthe Pl'ograms (e.g., trial modification agreements, loan modification agreements

and extinsuishment agreements), which will be relied upon by Fannie Mae when calculating.. a..linanelal agent for the United

States, the Purchase Price to be paid by Ihe Treasury through Fannie Mae or any otiler financial agent. ServiceI' 8(,'fees 10

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

informationwith rcspcct 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 ofti,e Purchase Price paid hereunder, at Fannie Mae's election, (x) Selvicershall remit to

rannie Mae the amount of any overpayment within thirty (30) days ofreceiving a relimd request from Fannie Mac, or (y)

Frumie Mae may immediately offset the amonnt ofthe overpayment agn.inst other amounts due and payable to ServiceI' by

Fannie Mae, astinancial agent ofthe United States, upon written notice to ServiceI'. ServiceI' shall still be obligated to credi I

to the respective accounts of Investors and borrowers lU1y portion ofthe Purchase Priee to which they are entitled (ifillly)

notwithstanding such offset unless otherwise dircCled by Fannie Mae.

H. At the election and upon ti,e direction ofthe Treasury and with prior wdtten notlee to Servicer, Fannie Mae may deduct

from any amount to be paid to ServiceI' nny illnountthat Serviner, Investor, or borrower is obligated to reimburse or pay to the

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

the amounts payable to, or for the nccount or credit of, the party which is liabie for the obligation to the United States

govermnent.

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5. Term

A. New Services may be undert"ken by Servicer as described in the Financial Instrument and the Program Documentation

from and aner the effective Dale until De(:cmb~r 31, 2012 (the "Initial Tenn"), subjectto one ormore extensions afthe Initial

Term by the Treasury, or earlier termination ofthe Agreement by Fannie Mae pursuant to the provisions hereof, or earlier

suspension or termination of one or more ofthe Programs by the Treasury, provided. however, no new Services may be

undertaken by Servicer, and Servieer will have no further obligation to perfonn any Services under this Agreement, from and

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

B. Servicer shall perform the Services described in the Program Documentation in accordance with the terms nnd conditions

ofthe Agrellmenr during thilinitial Term and any extensions thereof(thll Initial ·term, together with all extensions thereof, if

any. the "Term"), lJ.lli! during such additional period us may bc nccessary to: (i) comply with all data collcetion, retention and

reporting requirements specified in the Program Documentation during and for the periods setforth therein; and (il) complete

all Services that were initiated by Scrviccr, including, but not limited to. the completion ofalJ documentation relating thercto,

during the Teml. Servicer agrees that it will work diligently to complete all Services as sOon as reasonably possible aller the

end oflhe Term or earlier termination.

C. Notwithstanding Sections 5.A. and 5.8., ifthe Scrviccr has elected to participate in the Second Lien Modification Program

by executing and delivering to Fmmie Mae a Serviee Schedule relating thcrelO, the Servicer in its discretion, may elect to opt

OQt of the Second Lien Modification Program on an annuai basis by providing notice to Fannie Mae in aecordance with

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

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

will not be required to perform any Services for any new mOltgage 10mlS under the Second Uen Modil1cation Program;

however, the Service,' must continue to pllrform any Scrvices for any mortgage loan for which it had already begun performing

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

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

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

6. Defaults, Acts ofBad Faith and Early Termination; Remedies for and Effects of Defaults, Acts ofIlud Faith and

Early Terminution; Opportunity to Cure

A. The following constitute events ofdefault by Servicer under the Agreemcnt (each, an "Event ofDefault" and, eollcctively,

"Events·ofDefault"):

(I) Servieerfallsto perform or comply with any ofits malerial obligations under the Agreement,

including, but not limited to, circumstances in which Servicer fails to enSure that all eligibility

criteria and other conditiOllS precedent speeified in applicable Progrrun Documentation are

satisfied prior to efJ.celuating any Services in conneetion with any of thc Programs.

(2) Servicer: (a) ceases to do business as a going concern; (b) makes a general ,,<s;gnment for the

benefit of, or enters into any arrangement with creditors in lien thereof; (c) admits in writing its

inability to pay its debts as they become due; (d) files a voluntary petition under any bankruptcy

or insolvency law or filcs a voiuntary petition under the reorganization or nrrnngement provisions

ofthc laws ofthe United Stntes Or any otherjurisdiction; (e) authorizes, applies :for or consents to

the appointment of a trustee 01' liquidator of ali or substantially all of its assets; (I) has any

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

creditor or governmental agency; or (g) enters into an agreement or resolution to lake any 0 fthe

foregoing actions.

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(3) Servicer, any employee or contractor ofServicer, or any employee or contractor ofServiccrs'

contractors, commits agrossly negligent, Willful Or intentional, or reckless act (including, but not

limited to, misrepresentation Or fraud) in connection with any ofthe Programs or the Agreement.

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

Certification is Or bec?mes mat~rially false, misleading, i~correct, or incomplete.

(5).An evaluation ofperfonnance IImt includes aay specific findings by Frcddie Mac, in its sole

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

applicable Program Documentation is materially insullicient, or any failure by Servicer to comply

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

requested, findings made, or remedies established, by Pannie Mae andlor Freddie Mac in

con.iu~ction with such performance criteria or other Program requirements.

B. Fannie Mac may take any, all, or none ofthe following actions upon an Event ofDer"ul! by Servicer under the Agreement:

(1) Fannie Mae may: (i) withhold some 01' ail ofthe Servicer's portion ofthe Purchase Priceuntil,

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

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

Investors and delay paying such portion pending adoption ofsuch alternative merulS.

(2) Fannie Mae may: (i) reduce the lUllaunts payable to Servicer under Section 4; ruld/or (il) obtain

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

will seek to obtain repayment of prior payments made under Section 4 only with respect to

Serviees that are determined by Fruutie Mae or Freddie Mac to have been impacted by, or that

Frumie Mae or !'rcddie Mac believes may have been, ormay be, impacted by, the Event ofDefault

giving rise to the remedy.

(3) Fannie Mae may require Servieer to submit to additional Program admIn.istrator 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 Servicer is n participant.

(5) Fannie Mae may reqnire Servicer to submit to information and reporting with respect to its

financial condition and ability to continue to meet its obi igations under the A"'Teement.

C. TI,e following eonstimte acts of bad faith oflnvestors and borrowers in COlutection with the Programs (each, lUI "Act of

Bad Faith" and, collectively, "Acts of Bad Faith"): an Inw~tor or borrower commits a grossly negligent, willful or

intentional, or reckless act (including, but not limited to, misrepresentation Or fraud) in connection with nny ofthe Program$

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

e"eeution or delivery to Servieer.• Fannie Mae, or Treasury ofany ofth. agreements relating to such Investor's or borrower's

participation in any ofthe Programs and the production ofsupporting documentation therefor and in conncetion with any

audit or review by Freddie Mac for Investor Or borrower eomplirulce with the Programs). For brevity, lUlY such Investor or

borrower is referred to ·In this subsection as a "defaulting party" Or as a "defaulting" Investor or borrower and the Act ofBad

Palth by snch Investor Or borrower as a "default."

O. Fannie Mae may take any, all, or none ofthe following actions if an Act ofBad Faith involving an Investor orl\ borrower

occurs, or is reasonably believed by Frumie Mae to have occurred. in connection with any ofllle Programs:

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(1) Fannie Mac may withhold all or any ponion ofthe Purchase Price payable to, or for the credit

or account of, the defaulting party until, in Fannie Mae's detenllinatiqu, the default ht1s been cured

or otherwise remedied to Fannie Mae's satisfaction.

(2) Fannie Ma¢ may; (i) reduce the amounts payable to Servicer for t'he credit, or account oft the

defaulting pany under Section 4; and/or (ii) obtain repayment ofprior payments made to 01' for tite

credit or account ofthe defaulting parly under Section 4. ServiceI' wi 11 re""onably cooperate with.

and provide reasonable support and llSsistance to. Fannie Mae and Freddie Mae in connection with

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

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

(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 cease its performance hereunder as to some or all ofthe Services subject to

the Agreement that relate to the defaulting Investor or borl'owe,'.

(5) Fannie Mae may terminate the Agreement nnd cease its perfolTltaJtce hereunder ifActs of aad

Faith occur 011 a recurring basis, nre widespread among the Investor or borrower bases served by

ServiceI', or occur ;n combination or in connection with one or more Ewnts of Default by

ServiceI'.

E. In addition to the terminationl'igltts set forth above, Fannie Mae may terminate the Agreement 01' any Program implemented

LIndeI' the Agre.ment immediately L1pon written notice to ServiceI':

(1) at the direction ofthe Treasury;

(2) in the event of a merser, aeqLlisition, or other change of control of ServiceI';

(3) in the event that a receiver, liquida.tor. truste~t or other custodiimls appointed roc the Scrvicer; or

(4) in the .vent that a material term ofthe Agreement is detelTltined to be prohibited or unenforceable as

referred to in Section J I,e.

F. Th. Agreement wili terminate automatically:

(1) in tlte event that the Finanoial Agency Agreement, dated February 18, 2009, by and between

.Fa.n"i~ Mac and the Treasury is tel1uinated; Ot

(2) L1pon the expiration or termination of all oflhe Programs implemented under the Agreement.

G. The effects oftlte expiration or termination ofth. Agreement are tIS follows:

(1) Inlhe event that the Agreement expires at the end ofthe Initial Term or any extension thereofpLlrsLlant

to Section 5, 01' in the event that the Agreement expires or is terminated pursuant to Section 6,E, or 6,r.,

Falmie Mae shall, solely in its capacity tIS the linaneiai agent oftlte United States, continue to remit all

amounts thnt are properly payable pursuant to Section 4 to ServiceI' in accordance with the Program

Documentation unti I paid in full, provided, however, that Purchase Price payments will be made only witlt

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respect to Scrvices that wcrc pcrformcd in accordancc with the applicable Program .Documentation prior to

the date ofcxp;ration or termination and that do not exceed the Program Participation Cap.

(2) In the event that the Agreement is terminated in connection with an Event ofDefault by Servicer, no

eompensat.ion with re'pect to any Service will be paid t.o Servieer for the account or the Servicer

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

States subsequentto termination will be to remit all paymentsthat. are properly payable pu,"uant. t.o Section

4 to Servicer (or, at Fannie Mac's dis(:T¢lion, an alternative provider) for the account of borrowers and

Invc;:;Itors in accordance with the Pl'Ogrron Document.1.tion until paid in full.

(3) In the event that the Agreement is terminated in connection with nn Act ofBad Faith by an Inve:Hor or

a borrower, no compensation with respect to any Services will be paid to ServIcerforthe credit or rlccount

ofthe defaulting Investor or borrowersubsequent to tennination; Fannie Mac's only continuing obiigation

as linanciai agent of the United States subsequent to Iermlnation wBl be to remit all payments that arc

properly payable pu,"uantto Section 4 to Servicer for the credit or account of non-defaulting parties as

described in the applicable Program Documentation until paid in full. Por the avoidance of doubt, ifthe

Act of Bad Paith resulting in the termination of the Agreement occurs in conncetion wilh an Event of

Default ofServicer, nO compensation with respect to any Selvice wBl be paid to Servieer for the account

ofthe Servieer subsequent to termination.

H. Fallllie Mae, in its capacity as thc financial agent ofthe United States, may reduce the amoun" payable to Servicer under

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

performance that includes ,my ,peeific findings by Preddie Mac that Servicer's performance under any pcrformance criteria

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

materiaHy with any directive iSSued by Pannie Mae or FI'eddie Mac with respect to documcnts or data requested, finding,

made, or remedies established, by Fillmie Mae andlor Frcddic Mac in conjunction with ,uch petformance criteria or other

Program requirements; provided, however, Fannie Mae will seek to obtain ropayment ofprior payments mnde under Section 4

only with respect to Service' that are determined by Pannie Mae orFreddie Mac to have been impactcd by. or that Fannie Mae

or Freddie Mac belicves may have been, or may be, impacted by, the findings giving rise to thl, remedy. Fannie Mac may

initially avail ilSelfofthis remedy in lieu of a specific declaration ofilll Event ofDeiault. nrovidcd, however, ti,at doing sO

shall not predude FlUmie Mae lrom later deelaring an Event ofDefault or exercising any other rights or remedies othetwi'e

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

events giving rise to this remedy.

1. The remedie' availabie to FltlUlie Mae upon an Event ofDefanlt and an Act ofBad Faith under this Section are cumulative

and not exclusive; further, these rClmcdies are in addition to, and not in lie~ ot: any other remedies available to Fannie !vIae at

law or in equity.

J. In the event ofthe expiration ortermination ofthe Agreement or any Program implemented underthe Af,'Teement nnder any

circumstances, ServiceI' and Fmmie Mae agree to cooperate with one another an an ongoing basis to ensure an effective a.nd

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

by Pannie Mae and Freddie Mac. .

K. Ifan Event ofDefault under Section 6.A.!., Sectlon6.A.4., or Section 6.A.5. occun; and Ftumie Mao determines. in its sole

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

provide written notice ofthe Event ofDefault to Servicer and the Agreement wlll Ienninat. automatically thirty (30) days ailer

Servicer's receipt ofsuch notice, iftI,e Event ofDefault is not cured by Servicer to the reasonable satisfaction of Fannie Mae

prior 10 ti,e end ofsuch thirty (30) day period. IfFannie Mae determines, in ilS sale discretion, that an Event ofDclault under

Section 6.A.!., Section 6.A.4., or Section 6.A.S. is not curable, or ifan Evcnt of Default under Section6.A.2. or Section 6.A.3.

8
occurs, and Fannie Mae elects to exercise its right to terminate the Agreement under Section 6.8.4., Fannie Mae will provide

written notice oftermination to the ServiceI' on or before the effective date ofthe termination.

7. Disputes

Fannie M.e and Sel'Vicer agree that it is in th~ir mutual interest to resolve disputes by agreement. Ifa dispute adses under the

Agreement, the parties will use all reasonable efforts to premptly resolve the dispute by mutual agreement. Ifa dispute cannot

be resolved informally by mutual agreement 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. Servicer shali

continue diligent performance ofthe Services pending resolution of any dispute. Fannie Mae and Servicerreserve the right to

pursue other legal or equitable rights they may have concerning any dispute. However, the parties agree to take ali reasonable

steps to resolve disputes internally before commencing legal proceedings.

8. Transrer or Assigumcnt; Mergers, Acquisitions and Changes of Control; Effects ofAssignment

A. Mortgage loans and servicing rights are freely transferable under this Agreement, subject to: (I) the contracmai

requirements regal'ding notice and tlte execution and delivery ofthe Assignment and Assumption Agreement, in the fornl of

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

regulations. regulatory guidance, statutes, ordinances, codt::s and requirements. Servicer must provide written notice to Fmm.ie

Mae and Freddie Mac pursuant to Sc~t;on 9 below of: (i) any transfers 01' assignments of mortgage 100UlS, 01' servicing rights

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

more ofthe Programs at the lime oftransfer or assignment,. 01' for which the Servicer is performing Servic~s at the timt:: of

transfer or ",..ignmen! (collectively, "Eligible /"oans"); and (ii) any other transfers Or assignments of Servicer's rights and

obligations relating to Bligible Loans nndertllis Agreement, including, but not limited to, n'ansfers Or assignments ofany rIghts

or oblig.tions relnting to Eligible Loans under this Agreement that occur in connection with ti,e merger, acquisition, or other

change of control of ServiceI'. Such noti~e must include payment instructions for payments to be made to the n'aasferec or

assignee oftlte Eligible Loans, servicing rights or other righlS and obligations subjectto the notice (irapplicable), and, subject

to Section 8.B. below, evidence ofthe assumption by such transferee or assignee ofthe Eligible Loans, servicing rights or

other rights and obligations that are transferred, in the form of Bxhibit D (the "A..ignment and Assnmption Agrecmen''').

Servi~cracknowledgesthat Fannie Mae will continue to remit payments to ServiceI' in accordance with Section 4 for Services

relating to mortgage loans, servicing rights or other rights and obligations that have been assigned or transfened, and thaI

ServiceI' will be liable for undetpayments, overpayments and misdireeled payments, unless and until such notice and illl

executed Assignment and Assumption Agreement nr~ provided to Fannie Mae and Freddie Mac.

B. ServiceI' shall notifY Fannie Mae as soOn as legally possible of any proposed merger, acquisition, or other change of

control ofServicer, and ofany :linancial and operational circumstances which may impair Servicer's ability to perform its

obligations under the Agreement, in accordat'Jc~ with Sections 8 and 9, provided. however. that Servicer ne~d not execute and

deliver an Assigmuent and Assumption Agreement in the form ofExhibit D in the event that the assignment and assumption

occur by operation oflnw in cOilllect;on with a merger, acquisition, or other change ofcontrol ofServic:cr and are effective as

to all ofServicer's right' and obligations under this Agreement Witil respect to all ofthe mOltgage 101lllS it services.

C. The effects oftransfers illld assigrnnents under this AgI'eement ar~ as follows:

(1) Ifthe Servieer transfers or assigns all or any portion ofits porttblio ofmortgage loans or servicing

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

be identified on n schedule 10 the Assignment and Assumption Agreemenl. The transferee or assignee of

Servicer's mOItgagc loans and servicing rig.hts must assume Sel'Vicer's obligations under this Ahrfcement

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

applicable to the Programs in which ServiceI' agreed to participate prior to the transfer or assignment. Any

mortgage loans orservicing rights that (I) are not Bligible Loans at the time ofthe transfer or assignment. (II)

9
are a Palt of the transferee's or llSsigo~~'$ existing portfolio prior to the trallSfer 01' assignment, or (III)

become a part of the transferee's or assignee's portfolio subsequent )0 su~h transfer or assignment will

become subject to the Progralns only if the tran.fer~e or assignee has Irself executed a Commitment to

Purchase FinonciallnSlrument and ServiceI' Participation Agreementseparate and apart from the transfer or

assignment involving Servicer and, then, only in accordance therewith.

(2) Ifthe Servicer transfers or assigns itq portfolio ofmortgage loans and servicing rightsto a third plllty

in connection with a merger, acquisition~ or other change of control illId the transfer or assignment is

effective by operation oflaw, the transferee or assignee ofsuch mortgage loans and servicing rights must

provide servicing with respect to all such mortgage loans and se,vicing l'ights (r~gardless ofsrams anhe t!lne

oftransfer or IlSsignm~ntwith respect to Pl'Ogram eligibility) in a~~ordan~e with this Agreement, sub.ic~l to

lhe Service Schedules and the Program Do~umentation applicable to the Programs in which Servicer agreed

to prnticipate prior to the transfer or assigrunent. Any mortgage loaos orservicing rights thaI (I) arc a part of

the transferee's or assignee's existing portfolio prior to the transfer or assignment, or (II) become a part or

the tran.feree·s or assignee's portfolio subsequentlo such transfer 01' assignment will become subject to the

Programs only if the transferee or assignee hllS itself executed a Commitment to Purchase Financial

Instrument and Selvicel' Participation Agreement sepnrate and u.patl from the transfer or assil;.'l1mCtll

involving Servicer and, then, only in accordance therewith.

(3) Scrvicer may not transfer or assign any mortgage ioons or servicing rights to any third party in a

mnnner that is intended to circumvent, or hus the eflbct ofcircumventing, S~rviccr's obIigations under this

Agreement.

9. Notices

All legal notices under the Agreement shall be in writing and referred to each party's point oreontact identified below at the

address listed below, orto such other point ofconlaCt atsuch other address as may be designated in writing by such parry. All

snch notices under the Agreement shall bc considered received: (a) when personally delivered; (b) when delivered by commercial overnight courier with verification receipt; (c) when sent by confirmed facs!lnile; or(d) three (3) days "ner having been

sent. postage prepaid, via certified mnil, return receipt requested. Notices shall not be made or delivered in electronic fonn.

e"cept as provided in Se~tion 12.B. below, provided. however, that the party giving the notice may send an ••mail to the party

receiving the notice advising that party that a notice has b~en sent by merulS permittcd under this Section.

To Servicer:

Allstate Mortgage Lorn]s & Investments, Inc.

809 NE 25'" Ave

Ocala, FL 34470

To FlIllnic Mae:

Fannie Mae

3900 Wisconsin Avenue, NW

Washington DC 20016

10
To Trensury:

Depnrtment ofthe Treasury

1500 Pennsylvania Avenue, NW

WllShingto.n.,D.C 2.022.0.

To Freddie Mac:

Freddie Mac

8100 Jones Branch Drive

McLean, VA 22102

Attention: Vice Presidcnt, Making Home Affordable - Compliance

10. Modificntions

A, Subject to Sections 10.B. nnd to.C., modifications to thc Agrecment shall be in writing and signed by Fannie Mae and

ServiceI'.

B. Fmmie Mlle and the Tro""ury each reserve the right to unilaterally modify orsupplementthc tcrms and provisions ofthe

Program Documentation that relnte (ns determined by Fannio Mac or the Treasury, in their reasonable discretion) to Ute

compliance a.nd performance requirements of the Progrmns, and relnted remedies established by Freddie Mnc, Mdlor to

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

ofthe Prob'fams.

C. Notwithstanding Sections to.A. and 10.B., any modification to the Progrmn Documentation that materinlly impacts the

borrower eligibility roquirements, the mnount of payments of the Purchase Price to be made to Participating Servlcers.

Investors and borrowers under any of the Programs in which Servicer participates, 01' the rights, duties, 01' obligatious of

Pmticipating Scrvieers, Investors or borrowers in connection wilh any ofthe Pl'Ogrmns in which Servicerparticipates (each, a

"Program Modificat.ion" and, collcctively, the "Program Modifications") shall be effective only on a prospective b..sis;

ParticipatinG Scrvicers will be afforded the opportunity to opt-out ofa modified Progrmn when Program Modifications me

published wIth respect to the Services to be performed by Servicer in connection with the modified Program on or after the

effective dale ofthc Program ModIficntIon, at Servicer's discretion. Opt-out procedures, including, but not iImited to, lhe time

and process for notification of election 10 opt-ont and the .window for such elcctIon, will be set fOl1h In the PrOb'1"am

Documentalion describIng the Progrmn Modificntion, provided.• however, that Servicer will be given at least thirty (30) days to

c]l)et to opt-om ofa Program Modi fication. Forthe avoidance ofdoubt, during the petiod during which Servicer may clcct to

opt-out ofa Program Modification mtd after <my such opt-out is elected by ServiceI', Servicer will continue to perform the

Services described in thc Financial Instrument and the Program Documcntation (as the Progrmn Documentation existed

immcdiately prior to the publicatIon of thc Program Modification prompting Ihe opt-out) with respect to any Service, lhat

Servicer had aiready begun to perfonn prior to the opt-out.

11. Miscellancous

A. Thc Agreement shnil be governed by and construed under Federallnw and not the law of any state or locality, without

reference to or application oflhc conflicts oflaw principles. Any and all disputcs between the parties tlmt cannot be settled by

11
mutual agreement shall be resolved solely and e"oIu.ivoly in the United States Federal courts located within the District of

Columbia. Both parties consent to the jurisdiction and vcnuc ofsuch courts and irrevocably waive any objections thereto.

a. The Agreement is nota Pederal procurement contract and is therefore notsubject to the provisions ofthe Federal Property

and Administrative Services Act (41 U.S.C. §§ 251-260), the Federal Acquisition Regulations (48 CFR Chapter I), or nay

otiler Federal procurement law.

C. Any provision ofthe Agreement that is determined to be prohibited or unenforceable in any jurisdiction shall, as to such

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

oftile Agreement, and no such prohibition or unenforceability in any jurl.diction shall invalidate such provision in any other

jurisdiction.

D. Failure on the part cif Fannie Mne to insist upon strict compliance with any ofthe terms hereof shall not be deemed n

waiver, nor will any waiver hereunder at any time be deemed a wniver at any other time. No waiver will be valid unlcss in

writins and sisned by an authorized officer ofFannie Mae. No failur. by Fannie Mae to exercise any right, remedy, or power

hereunder will operate as a waiver thereof. The rights, remedies, and powers provided herein are cumulative and nol

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

E. The Agreement shall inure to the benefit of nnd be binding upon the parties to thc Agreement and their permined

successors-in-interest.

P. The Commitment, the Service Schedule(s) and tile Assignment and Assumption Agreement (ifapplicable) may be executed

in two or mOre counterparts (and by different parties on separate counterparts). each ofwhich shali be fiJI original, but ali of

which together shali constitute one and the same instrument.

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

Assumption Asreement (ifapplicable) and the Program Documentation, constimtes the entire agreement ofthe parties with

NSpcct to the subject matter hereof. In the event ofa conflict between any ofthe foregoing documents and the Progmm

Documentation, the Program Documentation shall prevail. In the cvcnt ofa conflict between the Program Guidclines and the

Supplemental Directives, the Progranl Guidelines shali prevaii.

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

continuing effectiveness, including. but not limited to, Sections 4, 5.B., 6, 8, 9.11 and 12 ofthe Commitment, and Sections 2.

3.5,7,8,9 and 10 ofthe Financiallnslrument, and any other provisions (or portiOM thereof) in the Agreement that r.late to,

or may impact, the nbility of Fannie Mae and Frcddie Mac to fulfill their responsibilities as agents ofthe United States in

cormection with the PrOGrams, shall survive the expiration or termination ofthe Agreement.

12, Defined Terms; Incorporation by Rcfcronoo

A. Ali references to the "Agreemenf' neecssarily include, in ali insllrnces, lhe Commitment and all document:< incorporated

into the Commitment by reference, whether or not so nOted contextually, and ali amendmcnts and modifications th.reto.

Specific referencesthroughout the Agrecment to individual documents that arc incorporated by reference into the Commitment

are not inclusive or any other documents that are incorporatcd by reference, unless so not....d contextually.

B. The term "Effective Date" means the date on which Fannie Mac transmits a copy ofthe fully executed Commitment, Initial

Service Sehedule(s) and Financial Instrument to Treasury and Servicer with a completed cover sheet, in the form attached

hcrcto as Exhibit E (tile "Cover Shcet"); the Agreement shall be ....ffective on the Effective Oat..... Any Additionai Service

Schedules that arc executed and delivered to Funnie Mac after the Effective Date of the Agreement shall be also be

accompanied by a completed Cover Sheet and shall be effective on the effective date or dates sct forth therein. All executed

12
documents and accompanying Covor Sheets will bo faxcd, cmailed, or made available dU'ough other electronic means to

Troasury and Servioer in aooordance widl Section 9.

C. The Progl"dlfl Documentation and Exhibit A - Service Schedule(s) (Service Schedule A-I, et seq.), Exhibit B - Form or

Financiallnstrumem, Exhibit C - Form ofCertification, Exhibit D - Form ofAssignment and Assumption Agreement and

Exhibit E -Form ofCover Sheet (in each case, in form and, lipan completion, In suhstance), including all amendments and

modifications tllereto, are incorporated into this Commitment by this reference and given the sanle force and effect us though

fully set forth herein.

[SIGNATURE PAGE FOLLOWS; REMAIND.ER OF PAGE

INTENTIONALLY LEFT BLANK]

13
In WIlD...WberljOf. Servleer and Fannie Mne by their duly Dutborimoffielals hereby execuIe Dud deliverthis Commitment

10 Purch..e Flnnnclnll~strument and Scrvlcer Participation Agreement us ofthe Elffcetive Oale.

SERVlC£R, Allstate Mortgalle Loon. & Inve8tments, Ino. FANNIE MAE. ""Ioly 0$ Finnnolni Agent ofthe

United Stat••

Name:

TltIc::,Jj~~3(a~~~~~=~== D81.:;....;~~+'-l.4oLU+ _

ExmmTS

BxhlbltA

ExhibllB

ExhibitC

Exhibit D

ExhibitE

S.rvice Schcdul.(s)

Fonn ofPinanclal Instrument

Form OfCertificlllion

Form ofAssignment and A..umptlon Agreement

Form ofCover Sheot
Ii;XHlBITA

SERVICE SCHEDUJ.JHSl

The attr.1ched S¢rvic:c Schedules together comprise ExhihiL A 10 that certain Commitment to Purchase

Financial .Instrument and Servlcer Participation Agreement (the "Commitment"), entered into as of the

Effective Datc, by and between FedernJ National Mortgage Association ("Fannie Mae"), a federany chartered

corporation, acting as 'financial agent ofthe United States, and the undersigned pruty ("Servicer").

Each ofthe Service Schcdules arrached hereto is effectivc 8.< ofthe Effective Date, or on such other date or

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

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

ExhibitA is deemed to be amended to include all Additional Service Schedules(iFnny) that are executed and

delivercd by the parties afterthe afFective Date in aceordance with the Agreement, without any furthcr action

on the part ofthe parties hereto.
SERV'CE SCHEDl!l,E A·l

Thi. Servia. Sohodulo J. appondc4 to lhat ......1. Commltmanlto p".oI18$O Plnonclal lnotrumant and Sorvl.or participation

AalCemellt (tho "ColJl!Dit!ll!lllC~; entorc4lnlO ..ofthoBflCcIi.eDato, ~y and botwoon Fedoral NaUoolll Mortgago ASlooiotion

("Fannl. M..."). a fedorally ollnrtered corporuUon.ltllling as anRnol.1 ag.nl ofthe Unilc:d Slat.., and the nndorslgned porty

(".sll!l!jllll,"). and, to,.thorwlth oil olhorSorvi"". Soh.clul.. appondedthorclo (irany). constltutolS exhibitA to IboConunilmcnl.

All oftho coplllllZ<d \chllS tho, cro ...,ed but not d.fined below shall hove thomeanin¥" u.orl~od ta tham In theComnutmon, arIn

appllcablo Pr0ll1'al1l DacUl1lolllatlan.

1. I'rogman Nome:

Servlo., h...by 01""11 to partloll>llto In ,h. followin~ Progmlll(s):

Homo AfCordoble Modlflc.tlon ProGrum (HAMP)

2. l1ft£dntlo!! prPrgm'om SUa'"';

AlIscrvl"". roq"lrcd to h p.rform.d by a partioipaUn,servloe,... ,etIbrth in lhoProarum Dooumenlotion Cor

lho Homo Affor<htblo Medilieatlon Program under thoEl1lorioney I!conomi. Stablll>'Jlllon Act of20D8...

Mlondod, including. but not Ihtlltod 10.obligationsI'OlnllnlllO 'he modlll..tion oCClfSt lion 1I10,ta08oloon. nnd

lho provision ofloan modlaoarlan And fnroolo.ure prcvctttl.n ••rvloo. ",Iating thereto.

Thl.SllrviceSchedule" executtKl !lila (lelJvered contempDtan~lllywiti. the CommItment, Qeeordingly.

Iho offeotlvu dale: .f'hls Servlo. Sohodulo 1.1100 lUe.cll.e Do'" of'ho Ag,cemonl.

InWil....WIIOreof.Sorvlccrend Fnnni.Moe bylhoirduly authorized official. hcre~y exocurouud daliverIbl.Servlo. Sohadulo

as oflh••Ili:cli.o dot. Oflh. Sorvloo Sehod"l. SOl Ibnh above.

B

NUlUe: ~<:

TIlle:

Pato:

FANNlIl MAE.solely as flnonoiol Agont oClbe Uull.d

SI<Itoo '
EXHIaUR

FORM OF FINANCIAL INSTRUMENT
FINANCIAL INSTRUMENT

This Financial Instrument i. dclivered as provided in Section I ofthe Commitment to Purchase Financial Instrument

and Service< Participation Agreement (the "Commitment"), ent.~r~d inlO as of the l,fFeetive Date, by and between

Federal National Mortgage Association ("Fannie Mae"), a fedemlly ch.rtered corporation, acting as tin.ncial agent of

the United States, and the undersigned pnrty ("Selvieer"). This Financial Inslrument is eFFective as ofthe Effective

Date. All Qfthc capitalized terms thaIare used·bul not d~fin~d herein shall have the mcanings ascribed to them in the

Commitment.

For good lIl1d valuablc consideration, the receipt and sufficiency oFwhich is hereby aeknowledged, Servlcer agrees as

follows;

1. Purchase Price Consideration' ~crvices. This Fimmclal Instrument is being purchased by Fannie Mae

pursuant to Section 4 ofthe Commitment in consideration fOr thc payment by Falmie Mue, in its capacity as a

financial agent ofthe United Statcs, ofvarious payments detailed in the Program Documuntntion and referred

to collectively in th" Commitment as the "Purchase Pric"."

(a) The conditions prec"dcnt to the payment by Fannie Ma" ofth" Purchase Price with respecllO thc

Services described on the Initial Scrvice Schedules are: (i) the execution and delivery of this

Financial Instmmcnt, the Commitment lImlthe Initial Service Schedules by ServiceI' to Fannie

Mae; (Ii) the execution and dclivery of the Commitment lind the Initial Service Schedules by

Fannie Mae to Setvicer; (iii) the delivery of copies ofthe fully executed Commitment, lnitial

Setvice Schedules and Financialln.trument to Treasury on thc Effcctive Date ofthe Agreement;

(iv) thcperformance by Servicer of thc Scrvices de.cribed in the Agreement; and (v) the

satislaction by Scrvicer ofsuch other obJigations as are setforth in the Agreement. Servi""rshall

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

conditions ofthe Agreement, to the reasonablc satisfaction ofFalUlie Mae .nd Frcddie Mac.

(b) The conditions precedent to thc payment by Fannie Mae oflhe Purchase Price with respect to th"

Scrviccs dcscribed on the Addition.l Serviec Schedules (if any) are: (i) the cxecution and

delivery nfthe Additional Scrvice SchedUles and the Certification by Servicerto Falmie Mac; (ii)

the execution and delivery ofthe Additional Service Schedules by FalUlie Mac to ServiceI'; (iii)

the delivery of copies ofthe Fully executed Additional Service Schcdules to Treasury; (iv) the

perf01111anee by ServiceI' of the Serviccs deseribed in the Agreement.• in accordance with the

tenm; and conditions thereof, to the Tl;'lWOnabte satisfaction ofFmmie M&~ and Freddie Mac; and

(v) the satisfaction by Servicer ofsuch other obligations as !ll'e set forth in the Agrccment.

2. Authot'itv and Agrecmcnt to Participate in ProlWlm. Subject to the limitations sCt forth in Section 2 ofthe

Agreement, Servicer shali usc rcasonable efforts to remOW all prohibitions or impediments to its authority

and to obtain all third pnrty consents, waivers and delegations thutar. requirud, by contract or law, in ordcrlo

perform the Services.

3. Audits. Reporting and nata Retention.

(a) Freddie Mac, thc Federal Housing Finance Agency and other parties de8ignatud by the Treasury

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

infOt'lUal onsitc visits and to conduct formal onsile and offsite physical, personnel and

information tcchnology testing, security rcviews, and audits of Servlcer alld to examinc all

books, records and data related to the Serviccs prOVided and Purch""e Price received in

connection with each ofthe Pro&orams in which Servicer participatcs on thirty (30) days' prior

wr1tt~n notice.

B-1
(b) Service" will collect, record, retnin nnd pl'ovide to TrensulY, FnrUlie Mae and Freddie Mac all

dala, infonnation and documenlation 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, Pannie Mae and Freddie Mac a." when and in the manncr

specIfied in applicable Program Documentation. In addition~ Scrviccr shall provide copies of

executed contracts and tapes ofloon pools related to lhe Programs for review upon request,

(c) Servicer shall promptly !.1ke conective and remedial actions associated with reporting and

reviews as dirccted by Fannie Mae or Freddie Mac and provide to FnIUlie Mae and Freddie Mac

such evidenc'e afthe effective implementation ofcorrective and remedial actions as Fannie Mile

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

on its tindings and the correetive actions taken by Servicer,

(d) In addilion to any other obligation to re!.1in financial and accounting reeords that may be imposed

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

data, books, reports, documents, audit logs and records., including electmnic records, relolcd to

the perfonnance of Services in connection with the Programs. In addition, Servicer shall

maintain a copy of all computer systems and application softwnre necessary to rcvicw and

analyze these electronic records. Unless otherwise directed by Fannie Mae or Freddie Mac,

Servicersh,dl retain these records for at leasl7 years from the date the data or record was created,

or for such longer period as may be required pursuant to applicable law. Fannie Moc or Preddie

Mac may also notilY Servicer from time to time ofany additional record retention requirements

resulting from litigation and regulatory investigations in which the Treasmy or any agems arrha

United S!.1tes may have an interest, and Servicer agrees to comply with these litigation llild

regulatory investigations requirements.

4. Internal Control P,'ogram.

Co) Servicer shall develop, enforce and review on a qUlliterly basis for eftcctiveness an internal

control pro(,'l'am designed to: (i) ensure effective delivery of Services in connection with the

Programs in which Serv;eer participntes and compliance with applicable Progrom

Documentation; (li) effectively monitor and detect loan modification fraud; and (iii) effectively

monitor compliance wIth applicable consumer protection and fair lending laws. 11,e internal

contt'oll'rogranll11Y..~t inolude documentation ofthe control objectives for Program activities, the

associated control teclmiques, and mechanisms for testing und validating the controls:

(b) Servicer shall provide Freddie Mac with access to all intemol control reviews and reports that

relate to Scrviees under the Progrnrns perfomed by Servieer and its independent auditing firm to

enable Freddie Mac to fulfill its duties as a complilUlce agent ofthe United States; a copy ofthe

reviews and reporlS wi II be provided to Fannie Mae for record keeping and other odministrative

purposes.

5. ReprescntationR. Warranties and Covenants. Servicer mnkes the following representations, warranlies and

covenlUlts to Fannie Mae, Freddie Mac and the Treasury, tile tmth and occuraey of which me continuing

obligations of Servicer. In the event that any ofthe represenlations, warranties. or covenants mnde herein

cease to be true and correct, Servicer agrees to notifY Fannie Mae and Freddie Mac immediately,

(a) Servicer is established undcrthe laws oftheUnited States or IU1y state, temlory, or possession of

the United States or the District ofColl1mbio, and has significant operations in the United States,

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

B-2
and topcrfOI'hl its obligations hereunder and hW3 all licenses necessary to carry on its business as

now being conducted and as contemplated by the Agreement.

(b) Servicer is in compliance with, and covenants that all Services will be perfonned in compliance

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

ordinances, codes and requirements, including, but not limited to, the Truth in Lending Act. 15

USC 1601 § et seq., the Home Ownership and Equity Protection Act, 15 USC § 1639, the

Federal Trade Commission Act, 15 USC § 41 et seq.. the Equal Credit Opportunity Act, 15 USC

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

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

practices and all applicable laws goveming tenant rights. Subject to the following sentence,

ServiceI' has obtained or made, or will obtain or make, all governmenta.l approvals or

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

authorize the performance ofits obligations under the Pro/;tl'ams in which Servlcer participntes

and the Agreement. The performance ofServices under the Agreement will not contliet with, or

be prohibited in nny way by, any other agreement or statntory restriction by which Servicer is

bound, provided, however, that Fannie Mae ncknowledges and agreesthat this represcntation and

warranty is qual itied solely by and to the extent ofany contractual 11m itations established under

applicable pooling and servicing agreements and other servIcing eontracts to whkh Scrvieer is

subject. Servicer is not aware of any other legal or financial impediments to peIfo1'1l1ing its

obligations under thc Programs in which Se.vicer participates or the Agreement and shall

promptly notify Fannie Mae ofMy l1nMciai and/or operational impediments which may impair

its ability to pelionn its obligations under such Programs or the Agreement. ServiceI' is not

delinquent on any Federai tm, obligation Or any other debt owed to the United States or collected

by the United States for the benetit of others, excluding any debt Or obligation that is being

contested in good faith.

(c) Selvicer covenants that: (i) it will perform its obligations in accordance with the Agreement nnd

will promptly provide such performance reporting as Fannie Mae may reasonabiy requirc: (ii) all

Services will bc offered to borrowers, fully docmnented and serviced, or otherwise pelionned, in

aeCQrdanee with the applicable Program Documentntion; and (iii) all data, collection information

and other intormation reported by Servieer to Fannie Mae and Freddie Mac under the

Agrccment. including, but not limited to, information that is relied upon by Fatmie Mae Or

Freddie Mac in calculating the Purchase Price or in l'erfol1nil1g a.ny compliance review will be

tme, complete and accurate in all material respects, and consistent with all rolcvant business

records, as and when provided.

Cd) Servicer covenants that it will: (i) perform the Services required under the Program

Documentation and the Agreement in accordance with the practices, high professional Standards

of care, and degre~ ofatluntion used in awell-mannged operation, and no less than that which the

Scrvicer exercises for itself under similar circumstances; and (ii) use qualificd individuals with

suitable training. cduoation, experience and skills to perform the Services. Servicer acknowledges

that Program participation may require chnnges to, or the augrrl~ntation oft its systems, staffing

and procedures, and covenants and a.grees to take all actions necessary to ensure it has the

capacity to implemcnt the Programs in which it participates in accordat'ce with thc A/;tl'eement.

(c) Scrvicer covenants that it will compiy with all regulations on confiicts of interest u,at arc

applicable to Scrviccr In connection with the conduct ofits business and all conflicts ofinterest

and non-disclosure obligations and restrictions and rclalcd millgation procedures set forth in thc

Program Docnmentation (if any), as they relate to the Programs in which Servicer participates.

8-3
(f) Servicer acknowledges that the provision of false or misleading information to Fannie Mae or

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

constitute a violation of: (a) Federnl eriminallaw invoiving rraud, conflict ofinterest, bribery, or

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

(31 U.s,C, §§ 3729-3733). Servicer covenants to disclose to Fannie Mae and Freddie Mac any

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

contructor of Servicer has committed, or may have committed, a violation or the referenced

statutes.

(g) Servicer covenants to disclose to Fannie Mae and Freddie Mac ,my othor rae,' orinformation that

the Treasury, FrnUlle Mae or Freddie Mac should reasonably expect to know about Servicer and

Its contractors to help protect the reputatlonal interests ofthe Treasury, Fannie Mae and Freddie

Mac in managing and monitoring the Programs in which Servicer participates.

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

Event ofDefault and of any Act of Bad Faith ofwhich it becomes aware,

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

with rcsponses to the Pt'ivacy Act of 1974 (thc "Privacy Act"), 5 USC § 5520, inquiries from

borrowers and Freedom ofloformationAct, 5 uSC § $52, inqniries fi'om othcrpanies. as well as

formal inquiries from Coogressional committees and members, the Government Accounting

Office~ Inspectors General and other government entities, as well as media and consumer

advocacy group inquiries about the Programs and their eftbcLivc:ness. Servicer covenants that iL

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

comply with any relatcd procedures which FiUUlie Mae or Freddie Mac may establish, and

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

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

borrOWers' records to eusure tllat any system ofrecord maint..,ined by Fannie Mae on behaifof

the Treasl1lY is accurate and complete.

OJ Servicer acknowledges thatl'annie Mae is required to develop and implement customer service

call centers to respond to borrowers' and other parties' inquiries regarding the Programs, which

may require: additional support fi'om Scrviccr. Servicer covenants that it will prOVide such

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

snpp0l1 ti,e Programs in which Servlcer participates.

(k) Serviccr acknowledges that FiUUlie Mae and/or Freddie Mac are required to develop and

implement practices to monitor and detect loan modirtcation fraud and to monitor compiirnlce

with applicable consumer protection and fair lending laws. Servicer covenrn,ts that it will fully

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

compliance and comply with any rnlli-frand nnd legal compliance procedurc.' which Frnlll.ie Mae

and/or Freddie Mac may require. Servicer covel)ants that it will develop and implement an

internal control program to monitor and detect loan modification fraud nnd to monitor

compliance with applicable consumer protection and fail' lending iaws, among other things, as

provided in Section 4 ofthis Financiai Instrument and acknowledges that the internai eontroi

program will be monitored, as provided in such Section.

(I) Servieershall sign and deliver a Certification to Frnlllie Mo. ,md Freddie Mac beginning on June

1, 20tO and again on ,June 1 ofeachyeor thereafter during the Term, and upon the execution and

B-4
delivery by Servicer ofAddition.l Servicc Schcdulc(.) (ifany) during the Term, in each cnse in

the form attached as Rxhihit C to the Agreement.

(m) Solely if Servicer has olooted to participate in the Second Lien Modi:IJeation Program by

executing and delivering to Fannie M.e a Sorviee Schedule relating thereto, Servicer represents,

warrants and covenants llmt each mortgagc loan it modifies under the Second Lien Modification

Program is, or will be at the time of modification, a lien that is second in priority rclative to the

first lien that w",. modified under the Programs,

6. Use ofContraClQrs, Servieer is responsible for the supervision and management ofany contractor that assiSl<

in the performnnce ofServices in connection with the Programs in which Service! participates. Servicer shall

remove and replace any contractor lhat fails to perform. ServiceI' shall ensure lhat ail of its contractors

comply with tho lerms and provisions of the Al>'ccment, Servicer shall be responsible for the acts or

omissions ofits contractors as iftho acts or omissions were by the Servieer.

7. nata Rjghts.

(a) For purposes ofthis Section, tile following definitions apply:

(i) "Data" means any I'l!:corded information, regardless ofform Of the media on which it

may bo recorded, regarding any ofthe Services provided in cormection with lhe Programs.

(ii) "Limited Rights" mealls lion-exclusive rights to, without limitation, tL,e, copy,

maintain, modit'y, enhance, disclose, reproduce, prepare derivative works, and distribute, in

My m~er, for any purpose related to the adminis\Talion~ activities, review, or audit of, or

public reporting regarding, the Programs and to permit othors to do so in cormection

therewilll.

(iii) "b!f!." means nonpublic personal information, as defined under the OLB.

(iv) "GLB" means the Gramm-Leach-Bliley Act, 15 U,S.C. 6801-6809.

(b) Subjectto Section 7(c) below, Treasury, Fannie MLIO and !"reddie Mac shall have Limited Rights,

with respect to all Data. produced, developed, or obtained by Sc:rvicer or a contractor of Servicer

in connocliun with the Programs, provided, however, that NPI. will not be tnUlsferred by Fannie

Mae In violation oflho OLB and, provided, furthor, that Service,' acknowledges and agrees that

any use ofNPI by, the distribution ofNPI to, or the transfer ofNPI among, Federal, S!llto and

local government organizations and agencies does not constitute a vioiation of the OLB for

purposes ofthe Agreement. If requested, such Data shall be made available to the Treasury,

F'annie Mac, or Freddie Mac upon request, or as and when directed by the Program

Documentlliion rclating to the Pr0l>'ams in which Servicer participates, in industry standard

useable format.

(c) ServiceI' expressly consents to the public.lion ofits name as a participant in the Program, lisled

on the Service Schedulcs, and the nse and publication ofSorvicer's Dala, subject to applicable

state and federal laws regarding confidentiality, in any form and on any media utilized by

Treasury. Fannie Mae or Freddic Mac, including, but not limited to, on any website or' webp.ge

hosted by Treasury, Fannie Mae, or Freddie Mac, in connection with such Programs, provided

that no Data placed in the public domain: (i) will contain the name, social sceurity number, or

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

B-5
identified; or, (Ii) will, if presented in a form that links the Servioer with the Data, include (x)

in formation other than program perfonnance and participation related statisties, such as the

number ofmodificatlomi Or extinguishments, pertormance ofmodificntionsI characteristics ofthe

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

other than cl'editworthin~s,s charactoTistics such as debtt income, and credit score. In any Data

provIded to an enforcement Or supervisory agency with jurisdiction over th~ Serviccr, these

limitations On borrower information shall not apply.

8. Publicity and Oisclosqrg.

(a) Servicershall oot make use of any Treasury name, symbol. emblem, program name, or product

name, in any advertising, signage, promotional material, press release, Web page, publicfltiOtl, or

media inteJview, without the prior written consent ofthe Treasury.

(b) Servicershall not publish, or cause to havc 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 afFannie Mae, which permission may be withdrawn at any time in Fannie

Mae's sole discretion.

(c) Servieershall not publish, or cause to have publishcd, or make public us. ofFreddic Mac's name

(I.e., "Freddie Mac" or "Federal Home Loan Mortgage Corporation"), logos, trademarks, or any

information about its relationship with Freddie Mac without tile ptior written permission of

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

9. Limitation of Liability. IN NO EVENT SHALL FANNIE MAE.• THE TREASURY, OR FREDDIE

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

AFFILIATES BE LlABLE TO SERVICERWITI-I RESPECT TO ANY OF TI·IE PROGRAMS OR THE

AGREEMENT. OR FOR ANY ACT OR OMISSION OCCURRlNG IN CONNECTTON WITT-I THE

FOREGOING, FOR ANY DAMAGES OF ANY KIND, INCl.UDING, BUT NOT LlMlTW 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 POSSIB1J.lTY OF

SUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT THE DAMAGES WERE

REASONABLY FORESEEABLE; PROVIDED, HOWEVER, THATTHIS PROVISION SHALL NOT

LIMlTFANNIE MAE'S OBLIGATION TO REMIT PURCI'IASEPRlCEPAYMENTS TO SERVICER

iN ITS CAPACITY AS FINANCIAL AGENT OF THE UNiTED STATES IN ACCORDANCE WITI·I

THE AGREEMENT.

10, Tndenmitication, Servicer shall indemnify, hold harmless, and pay for thc defense of FmlOi. Mae, the

Treasury and Freddie Mac, and their respective officers, directors, employees, agents and affiliatc~

against all claims, liabilities, COSt~, damages, judgments, suits. actions, losses and expenses, including

reasonable attorneys' fees and costs ofsuit, atising out of or resulting from: (a) Servicer's broach of

Seetion S (Representations. Warranties and COvenants) of this Financial Instrument; (b) Servicer's

negligence. willful misconduct Or Jailure to perfonn its obligations under the Agreement; or (c) ,my

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

omissions of Servieer or its contractors. Servieer shall not settle any suit or claim regarding any ofthe

loregoing without Fannie Mae's ptior written consent if such settlement would be adverse to Fannie

Mac's interest, Or tl,e interests oftile Tr.asury or Freddie Mac. ServiceI' agrees to payor r.imburse all

costs that may be incurred by Fannie Mae and Freddie Mac in enforcing this indemnity, including

attorneys1 fees.

B·6
IN WITNESS WHEREOF, Sorvicer hereby exocutos this Fin.ncial1nstrum.nt on tho date sot forth below.

s·?
EXHIHITC

FORM OF CERTIFICATION
CERTIFICATION

This CertifIcation is delivered AS provided in Sec~i(ln, ,1.C. of the Commitment to PUTch;:iSC Fin:mcial Instrument and Servicer Participation

Agreement (the "CotT1mitme:.nt"), effective as of ~s:;ER:i)JJI by and bct\vccn Federal Na~ionnl M.ortgage Association (UPlinnie MaeJl). a fedel'ally

chartered eorporntion.• acting a<> financial agent oftlle United States, lind th~ undersigned party ("Servicer"). All tenus used, but not defined herein,

shQl1 hQ.ve the mel:U1ings ascribed to them in the Commilment.

1. SCI'Viccr is established under the laws ofthe United States or any state, tcrrito'ry, orpo:lsession ofthe United States or the

DiStI"ict ofColumbia, and hIlS significant operations in the United States. Scrvicer had full corporate power and authority to enter

into, executct and deliver the Agreement and to perform its obligations hereunder nnd has nil licenses necessary to c~rry on its

bu!:iness as now being conducted find as contemplated by the Agreement.

2. Servicer is in compliance with. and ccrtifies that all Sc:rvices have been performed in compliance with, nil applicnble

Pederal. state and !oeallaws, regulatiol1s, regulatory guidancc, st..<ttutes, ordinances, codes and requirements, including, but not

limited to, the Truth in Lending AOI, 15 USC 1601 § etseq., the Home Ownership nod EquityProtcetion Aet, 15 USC § 1639, the

Federal Trade Commission Act, 15 USC § 41 et seq" the Equal Credit Opportunity Act, IS USC § 701 et seq., the Fair Credit

Reporting Act, is USC § 1681 ot seq.t the Fair I-lousing Act and other Fedend nnd state laws designed to prevent unfair,

discriminatory or predatory I~nding pmctiecs and all applioable laws govel11ing tenant rishts, Subject to the following sentence,

SCl"vicer has. obtnined or made all governmental approvals or registrations l'cquircd under Inw and has obtained all const:nl:i

necessary to authorize the performance ofits oblig~tions under the Programs in which StrYker participated and the Agreement.

The pcrfomu.mce ofServices underthe Ahrrcemcnt hfls not conflicted with, or been prohibited in any WilY by. any other agrl:cment

orstatutory restriction by which Servlecr is bound, exoept (0 the extent ofany con~tractuAllimitations under applicable pooting and

servicing agreements nnd other servicing contnto19 to which Servlccr is subject. Sel'Yicer is tlot awal'~ of any other legrd Of

financial impediments to perfonnillg its obligations under the PrQgrams orthe Agreement nnd has pt'olllptly notified FHnnie Mae of

any linflncinl and/or operatIonal impediments which may impair its ability to perform its obligations under the Progmms or the

Agreement. Servicer if' not delinquent on any Fedeml tox obligation or any other debt owed to the United Slates or collected by

the Unitcd States for the benefit of others, excluding any deht~ or obligations. thElt nrt: being contested in good t~,ith.

3. (i) Servicer has performed its obligations in accordance with the Agreement and has promptly provided such perfonnancc

reporting os Pannie Mac and FredcHe Mac have reasonably required; (ii) nil Setvices ha.ve been offered by Servicer to borrowers,

fully documented and serviced by Scrvic:cr in nccordancewith the applicftblc:Progrnm Documentation; and (iii) all dam. collection

illfonnation nnd,other informatron reported by Scrvicer to Fannic Mae and Freddie Mac under the Agrcamcnt, including, but not

limited to, information that was relied upon by Fannie Mae and Freddie Mne in calculating the Purc!ut,g!.': Prioe and in pelfonlling

any compli~UloC revi~w, wa,o; tl1lC~ complete and accura.te in all material respects, and cOMslstent with all relevant business records,

as and when provided.

4. Servicer has: (i) pcrlbrmed the Services required under the Program Documentation and the Agreement in nceord::mct::

with lht:: prActices, high profcllsional stnndard.~ of care, and degree ofattention used in a wdl-mannged operatiollt and nO less than

that which the S"rvicer cXl:fcises for itselfundersimilar cirvumstBII~~; and (iJ) used qualified individual:; with suitable lrfl.ining,

education, experi~ncc nnd skillsto perfonn the Services. Scrviceracknowledges thHlProgrnm participation required chfltlges to, or

the augll1enti,tion of, its systems, staffing and procedures: Servicer took allac.tians necessary to ensure thKL it hud the capacity to

implement the Progmms in whieh it participated in accordAnce with the Agreement.

5. Servicer has complied with all rc::gulntions on conflicts ofinlerest that are applienble to Servjcer in connection with the

conduct of its businesf' and alt oonfliots of interest and non-disclosure obligations and restrictions and related mitigation

procedures set forth in the Pl'Ogram Dooumentation (ifaIlY)t as they relnted to the Programs in which SelVicer participHtcd.

6. Servicer m::knowledgesthat the provision offnlse or mislending infonnation to Fllllnic Mac or Freddie Mac in connection

with the Pl'ograms orpursunnt to the AgrecmenlmflY constitute a violation of: (a) Federal cl'iminallaw jnvolvinB fr~lld, conflict of

inter~st, bribery, or gratuity violntions found in Titl. 18 ofthe United States Code; or (b) the civil False Claims Act (31 U.S.c. §§

3729~3733), Serviccr has disc:losl::d to l~allnie Mile and Freddie Mac any credible evidence, in connection with the Services, that a

management official. employeel or contractor ofServicer has committed, or may have committtd, a violation ofthe referenced

slntutes.

C·l
1. Servicer has disclosed to FannicMHc 11m] Freddie MAc tiny other filets or informa.tion that the Treasury, Fannie Mac or

Freddie Mno should rCllSonably expect to know about Scrviocr And its contractors to help proteot the reputlltional interests afthe

Trc:nsury, Fannie Mae and Freddie M3C in managing Rnd monitorin,g the Programs.

8. Scrvlccr acknowledges 1hul Fnnnie MQ.e Qnd Freddie Mac may be required to l"ssist the; Trl;Hsury with responses to the

Privacy Act of1974 (the "Privgcy Adl), SUSC § 5523, inquiries from borrowers and Freedom oflnfonnation Act, 5 USC § 552,

inquiries from other parties, as well as formal inquiriesfrom COl1gres1loional committees:md members, the GovcmmentAccounting

Office, Inspectors General and other government entities~ AS well as O1~Qia and consumer advooaoy group inquiries about the

Programs nnd their effectiveness. S'erviccr hasresponded promptly and accurately to all scarchn:queslS mncle by Fannie Mae and

Freddie: Mne, complied with any related procedures which I~allnie Mac'and Freddie Mac huvc established, and provided related

training to employees and contnlolors. In connectiol1 whh Privacy Act inquiries, Servicer IHlS provided updated and canceLed

infonnatiotl 8ft appropriate about borrowcrs~ records to ensure that any system ofrecord maintained by Fannie Mae on behnlfof

the: Trensury is Ilccurate tmd compll:1.e.

9. Servicer acknowledges thm Fannie Mae is required to !Jevl;!op ilnd implement customerservice cull centers to respond to

borrowers' and other partics' inquiries regarding the Program~ in which Servicer participat~s, which may require additional

support from Sen.ricel'. Service,. has provided such additional customer service call support a.'> Fannie Mae has reasonably

rC(IUested to SUPPOll such Programs.

10. S~rviccr acknowledges thntl~nnnie Mae andlor Freddie Mac nre required to develop and implement praGtices to monitor'

AMd detect loan modificfltion fraud nnd to monito!' compliancc with applicahle con~umcr protc:ctionnnd fair lending laws, Servicer

hns fully and promptly caopcrnted with Fannie Mae's inquiries nbout Joon modification fraud and legal compliance nnd 11:1S

compliedwith any anti-fraud find legal cOI)lpliancc procedures which FannieMac andlorFrctldie Mac have r~quircd, Servicer has

developed and implemented an internal control program to monitor and detect Joan moditication fmud and to monitor complinnce

with applicable consumer protection Il.lld fuir lending laws, among other things, as provided in Section 4 of the Financial

Inslrumenr~ ,

II. Solely ifServicCl" has elected to pnrtioipate in the Second Lien Modification Program by cxecuting and delivering to

Fannic Mae: a Service Schedule relating thcrClo, Servicer QCknowlcdgcsthat each mortguge loan it modificd under the Second Lien

Modifio!ltion Program was. at till: tim!; oftnodificntion, second in priority rc1utive to the fil'st lien that was modified under the

Progrnms.

In tho event that Hny ofthe certifications mode herein are discovered not to be true Hnd correct, Servicer agrees to notify Fannie Mae and Freddie

Mac immediately.

AUslat. Mortgage Loans & In~ve~s~tm~all1}r+tm..

N rn.:C.'.......",/ES ----==::::. _~#( Date Tul.: ff~~ -

-:5~1/(e..t"'0')

C·2
EXHIBITD

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMRNT AND ASSUMPTION AGREEMENT

WH BREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent afthe

United States C~Fannie Mae"), are parties to a Commitment to Purohase Financial Instrument :md Serviccr Participation

Agreement, a complete copy of which (including nil exhibits, amendments and modifications thereto) is attached hereto and

incorporated herein by this reference (the "Underlying Agreement");

WHGREAS, Assignor has agreed to assign to Assignee all ofits rights and obligations under the Underlying Agreement with

respect to the Eligible Loans that are identified On the sehedule attached hereto as Schedule 1(collectively, lhe "Assigned

Rit>llts and Qbligations"); and

WI'IEREAS, Assignee has agreed to assume the Assigned Rights and Obligatioas.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the

parlic:s h~reto agree [IS "follows:

I. Assi.nment. Assignor hereby assigns to Assignee all ofAssignor's rights and obligations undel'the Underlying Agreement

with respect to the Assigned Rights and Obligatioas.

2; Assumption, Assignee hereby aceepts the foregoing, assigrunentand assumes all ofthe rights and obligations ofAssignor

nnder rhe Underlying Agreement with r~spect to the Assigned Rights and Obligations,

'.). Effective Date. The date on which the assi~mel1t and assumption of rights and oblil\ations under the Underlying • '" ""."".."."••"".""'''~'''''': •." .",~,'1, "~".,,"'..·.""":II.'''.. ''~~''''· "'''._'.''''~;''''"~.'' ""'I '''''''••,.~'': ' A""eoment 0' ts effective IS 'i""'"'''''''''',''I''''' 1!Jf.II;~JliImll'f~m,,,It,,,lml,,,~,.,.,.,,.~.,, ,,,,,,ttW,~: ""''I'".....' ,H.lifil. '''1610""",,$''' "". "'....",.,,8. I",,, ":".,._ ..

1~("'''''l!!1~:>'' "~.~.".~.•. _,._•.:I.• " .. ,,_.,,...." , , ,mI!'I""i', ., .l.i':lU

4, SucceSsOrs. All future trrulSfers and assignments ofthe Assigned Rights and Obligations transterred and assigned hereby

arc subject to the transfer and assignment provisions of the Underlying Agreement. 111is Assignment and Assumption

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

5. Counterparts, This Assignment and Assumption Agreement may be executed in counterparts, eaeh ofwhich shail be an

original, but all ofwhich together constitute one and the same instrument,

0-1
IN WI1NESS WHEREOF, Assignor and Assignee, by thdr duly authorized officials, hereby cxeeute and deliver this

Assignm¢nl and Assumption Agreement, tog¢thcr with Schedule 1, effectivc as of thc date set f01th ia Section 3 above.

ASSIGNEE: :"mNS":":'r,tiiEiW'!c';m:'r:'~\jJ1A~iNili!E!1jjlF 1\$~!~:~~ 0 :F.iiB1.•"" .1Jii!i!lJI~ , <•.•...1

By:, _

Name' -- _ Titie:. _

I)atc:' _

1)·2
SCHEDULEl

To

ASSIGNMENT AND ASSUMPTION AGREEMENT

D-)
~XHmTTE

FORM OF COVRR SHRRT