COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

SERVICER PARTICIPATION AGREEMENT

This Commitment to Purchase Financial Instrument and Servicer Participation Agreement (the "Commitment") is entered into

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

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.

Recitals

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

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

by facilitating first lien mortgage loan modifications, facilitating second lien mortgage loan modifications and

extinguishments, providing home price decline protection incentives, encouraging foreclosure alternatives, such as short sales

and deeds in lieu offoreclosure, and making other foreclosure prevention services available to the marketplace (collectively,

the "Services");

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

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

implementation ofthePrograms; all references to Fannie Mae in the Agreement shall be in its capacity as financial agent ofthe

United States;

WHEREAS, Fannie Mae 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 Treasury;

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, 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 "GSE Loans"); 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 ofparticipants and other financial agents ofthe government; and

WHEREAS, Servicer wishes to participate in the Programs as a Participating Servicer on the terms and subject to the

conditions set forth herein.

Accordingly, in consideration ofthe representations, 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 Servicer agree as

follows.
Agreement

1. Services

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

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

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

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

additional initiatives offered by Treasury in connection with the Programs by executing and delivering to Fannie Mae one or

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

"Additional Service Schedule" and, collectively, the "Additional Service Schedules") (the Initial Service Schedules and the

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

Fannie Mae by Servicer from time to time will be numbered sequentially (e.g. Service Schedule A-I; Service Schedule A-2;

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

Commitment by this reference.

B. Subject to Section 10.C., Servicer shall perform the Services described in (i) the Financial Instrument attached hereto

as Exhibit B (the "Financial Instrument"); (ii) the Service Schedules attached hereto, collectively, as Exhibit 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, frequently asked questions, letters, directives,

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

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

further describe or clarifY the scope of, the rights and duties ofthe 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 representations 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. Servicer's certification as to its continuing compliancewith, 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 1 ofeach year thereafter during the Term (as defined below) and

upon the execution and delivery by Servicer of any Additional Service Schedule during the Term.

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

2. Authority and Agreement to Participate in Programs

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

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

an "Investor")..

B. Fannie Mae acknowledges that Servicer may service mortgage loans for its own account or for the account of one or

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

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

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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) Servicer 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 other servicing contract governing

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

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

Purchase Price (defined below) otherwise 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, respectively, 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 more fully set forth in the Agreement.

3. Set Up; Prerequisite to Payment

Servicer will provide to Fannie Mae: (a) the set up information required 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 Servicer on or before the Effective Date ofthe Agreement as to the Initial Service Schedules that are executed

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

executed and delivered after the Effective Date ofthe 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 provided.

4. Agreement to Purchase Financial Instrument; Payment of Purchase Price

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

Fannie Mae, in such capacity, the Financial Instrument 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 Mae ofthe Purchase 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 Servicer to Fannie Mae; (b) the execution and delivery ofthe Commitment and the Initial Service

Schedules by Fannie Mae to Servicer; (c) the delivery ofcopies ofthe fully executed Commitment, Initial 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 the terms and conditions thereof, to the reasonable satisfaction ofFannie Mae

and Freddie Mac; and (e) the satisfaction by Servicer ofsuch other obligations as are set forth in the Agreement.

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

on the Additional Service Schedules (if any) are: (a) the execution~nddelivery ofthe Additional Service Schedules and the

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

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

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

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

Agreement.

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

remit all payments described in the 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 "Purchase

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

applied by Servicer as required 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, the delivery ofall 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 before the Effective Date ofthe Agreement, upon the satisfaction ofthe conditions precedent to payment

described in this Section 4.

F. The value ofthe Agreement is limited to $1,700,000.00 (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

underthe 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 remaining Purchase Price available to be paid to Servicer underthe Agreement will be increased by the

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

payment obligation underthe 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 the Program Participation Cap. Treasury may, from time to time in its sole discretion, adjust 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 insurance, hazard insurance, flood insurance and homeowner's association and/or condo fees), delinquencies and

the terms of each agreement executed under the Programs (e.g., trial modification agreements, loan modification agreements

and extinguishment agreements), which will be relied 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 documentation (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 ofreceiving a refund request from Fannie Mae, or (y)

Fannie Mae may immediately offset the 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

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

notwithstanding such offset unless otherwise directed by Fannie Mae.

H. At the election and upon the direction ofthe Treasury and with prior written notice to Servicer, Fannie Mae may deduct

from any amount to be paid to Servicer any amount that Servicer, Investor, or borrower is obligated to reimburse 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.

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5. Term

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

from and after the Effective Date until December 31,2012 (the "Initial Term"), subject to one or more extensions ofthe 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 of the Programs by the Treasury, provided, however, no new Services may be

undertaken by Servicer, and Servicer will have no further obligation to perform 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 and conditions

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

any, the "Term"), and 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 Servic~s that were initiated by Servicer, including, but not limited to, the completion ofall documentation relating thereto,

during the Term, Servicer 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 Servicer has elected to participate in the Second Lien Modification Program

by executing and delivering to Fannie Mae a Service Schedule relating thereto, the Servicer 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 Servicer

will not be required to perform any Services for any new mortgage loans under the Second Lien Modification Program;

however, the Servicer must continue to perform any Services 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 ofthe Programs implemented under the Agreement, may be terminated by Fannie Mae or Servicer

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

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

Early Termination; Opportunity to Cure

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

"Events ofDefault"):

(1) Servicer fails to perform or comply with any ofits material obligations under the Agreement,

including, but not limited to, circumstances in which Servicer fails to ensure 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.

(2) Servicer: (a) ceases to do business as a going concern; (b) makes a general assignment for the

benefit of, or enters into any arrangement with creditors in lieu 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 files a voluntary petition under the reorganization or arrangement provisions

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

the appointment of a trustee or liquidator of all or substantially all of its assets; (1) 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

foregoing actions.

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

contractors, commits a grossly 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 becomes materially false, misleading, incorrect, or incomplete.

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

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

applicable Program Documentation is materially insufficient, or any failure by Servicerto comply

with any directive issued by Fannie Mae or Freddie 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.

B. Fannie Mae may take any, all, or none ofthe following actions upon an Event ofDefault by Servicer 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, Servicer has cured the default; and (ii) choose to utilize alternative

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

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

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

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

will seek to obtain repayment of prior 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 Event ofDefault

giving rise to the remedy.

(3) Fannie Mae may require Servicer 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 Servicer is a participant.

(5) Fannie Mae may require Servicer 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 ofInvestors and borrowers in connection with the Programs (each, an "Act of

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

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

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

execution or delivery to Servicer, Fannie Mae, or Treasury ofany ofthe agreements relating to such Investor's or borrower's

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

audit or review by Freddie Mac for Investor or borrower compliance with the Programs). For brevity, any 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

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

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

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

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

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

or otherwise remedied to Fannie Mae's satisfaction.

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

defaulting party under Section 4; and/or (ii) obtain repayment ofprior payments made to or for the

credit or account ofthe defaulting party under Section 4. Servicer will reasonably cooperate with,

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

their respective 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) Fannie Mae may require Servicer 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 borrower.

(5) Fannie Maemay terminate the Agreement and cease its performance hereunder ifActs ofBad

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

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

Servicer.

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

under the Agreement immediately upon written notice to Servicer:

(1) at the direction ofthe Treasury;

(2) in the event of a merger, acquisition, or other change of control of Servicer;

(3) in the event that a receiver, liquidator, trustee, or- other custodian is appointed for the Servicer; or

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

referred to in Section 11.C.

F. The Agreement will terminate automatically:

(1) 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 ofall ofthe Programs implemented under the Agreement.

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

(1) In the event that the Agreement expires at the end 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.F.,

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

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

Documentation until paid in full, provided, however, that Purchase Price payments will be made only with

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

compensation with respect to any Service will be paid to Servicer for the account of the Servicer

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 Servicer (or, at Fannie Mae's discretion, an alternative provider) for the account of borrowers and

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

(3) In the event that the Agreement is terminated in connection with an Act ofBad Faith by an Investor or

a borrower, no compensation with respect to any Services will be paid to Servicer for the credit or account

ofthe defaulting Investor or borrower subsequentto termination; Fannie Mae's only continuing obligation

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

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

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

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

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

ofthe Servicer subsequent to termination.

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

Section 4, or obtain repayment of prior payments made under Section 4, in connection with: (a) an evaluation ofServicer'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 Servicer to comply

materially with any directive issued by Fannie Mae or Freddie 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; provided, however, 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 givingrise 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 ofDefault 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, Servicer 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 of any information, reporting, records and data required

by Fannie Mae and Freddie Mac.

K. Ifan Event ofDefault under Section 6.A.l., Section 6.AA., or Section 6.A.5. occurs and Fannie Mae 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 will terminate automatically thirty (30) days after

Servicer's receipt ofsuch notice, ifthe Event ofDefault is not cured by Servicer to the reasonable satisfaction ofFannie Mae

prior to the end ofsuch thirty (30) day period. IfFannie Mae determines, in its sole discretion, that an Event ofDefault under

Section 6.A.1., Section 6.AA., or Section 6.A.5. is not curable, or ifan Event ofDefault under Section 6.A.2. or Section 6.A.3.

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occurs, and Fannie Mae elects to exercise its right to terminate the Agreement under Section 6.BA., Fannie Mae will provide

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

7. Disputes

Fannie Mae and Servicer agree that it is in their mutual interest to resolve disputes by agreement. Ifa dispute arises under the

Agreement, the parties will use all reasonable efforts to promptly 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 shall

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

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

steps to resolve 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 freely 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. Servicer must provide written notice to Fannie

Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers or assignments ofmortgage loans, or 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 time oftransfer or assignment, or for which the Servicer is performing Services at the time of

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

obligations relating to Eligible Loans under this Agreement, including, but not limited to, transfers or assignments ofany rights

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

change of control of Servicer. Such notice must include payment instructions for payments to be made to the transferee or

assignee ofthe Eligible Loans, servicing rights or other rights and obligations subject to the notice (ifapplicable), 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 ofExhibit D (the "Assignment and Assumption Agreement").

Servicer acknowledges that Fannie Mae will continue to remit payments to Servicer in accordance with Section 4 for Services

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

Servicer will be liable for underpayments, overpayments and misdirected payments, unless and until such notice and an

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

B. Servicer shall notify Fannie Mae as soon as legally possible of any proposed merger, acquisition, or other change of

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

obligations under the Agreement, in accordance with Sections 8 and 9, provided, however, that Servicer need not execute and

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

occur by operation oflaw in connection with a merger, acquisition, or other change ofcontrol ofServicer and are effective as

to all of Servicer's rights and obligations under this Agreement with respect to all ofthe mortgage loans it services.

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

(I) Ifthe Servicer transfers or assigns all or any portion ofits portfolio ofmortgage loans or servicing

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

be identified on a schedule 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 Servicer agreed to participate prior to the transfer or assignment. Any

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

9
are a part of the transferee's or assignee's existing portfolio prior to the transfer or assignment, or (III)

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

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

Purchase Financial Instrument and Servicer Participation Agreement separate and apart from the transfer or

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

(2) Ifthe Servicer transfers or assigns its portfolio ofmortgage loans and servicing rights to a third party

in connection with a merger, acquisition, or other change of control and 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 servicing rights (regardless ofstatus at the time

oftransfer or assignment with respect to Program eligibility) in accordance with this Agreement, subject to

the Service Schedules and the Program Documentation applicable to the Programs in which Servicer agreed

to participate prior to the transfer or assignment. Any mortgage loans or servicing rights that (I) are a part of

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

the transferee's or assignee's portfolio subsequent to such transfer or assignment will become subject to the

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

Instrument and Servicer Participation Agreement separate and apart from the transfer or assignment

involving Servicer and, then, only in accordance therewith.

(3) Servicer 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 effect of circumventing, Servicer's obligations under this

Agreement.

9. Notices

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

address listed below, or to such other point of contact at such other 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 courier with verification receipt; (c) when sent by confirmed facsimile; or (d) three (3) days after having been

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

except as provided in Section 12.B. below, provided, however, that the party giving the notice may send ane-mail to the party

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

To Servicer:

liiliilililiiORiCO

Calle AngelBuonomo 339

I" ,,""':

10
To Fannie Mae:

Fannie Mae

3900 Wisconsin Ave, NW

Washin ton DC 20016

To Treasury:

Department ofTreasury

1500 Pennsylvania Avenue, NW

• . • •• ••• I I

I

To Freddie Mac:

Freddie Mac

8100 Jones Branch Drive

McLean, VA 22102 ,.

Attn: Vice President, Making Home Affordable - Compliance

10. Modifications

A. Subject to Sections 10.B. and 10.C., modifications to the Agreement shall be in writing and signed by Fannie Mae and

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

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

compliance and performance requirements of the Programs, and related remedies established by Freddie Mac, and/or to

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

ofthe Programs.

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

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

Investors and borrowers under any of the Programs in which Servicer participates, or the rights, duties, or obligations of

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

"Program Modification" and, collectively, the "Program Modifications") shall be effective only on a prospective basis;

Participating Servicers will be afforded the opportunity to opt-out of a modified Program when Program Modifications are

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

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

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

11
Documentation describing the Program Modification, provided, however, that Servicer will be given at least thirty (30) days to

elect to opt-out of a Program Modification. For the avoidance ofdoubt, during the period during which Servicer may elect to

opt-out of a Program Modification and after any such opt-out is elected by Servicer, Servicer will continue to perform the

Services described in the Financial Instrument and the 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. Miscellaneous

A. The Agreement shall be governed by and construed under Federal law and not the law of any state or locality, without

reference to or 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. Both 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 Federal Acquisition Regulations (48 CFR Chapter 1), or any

other 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 tb the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions

ofthe Agreement, and no such prohibition or 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 hereunder at any time be deemed a waiver at any other time. No waiver will be valid unless in

writing and signed by an authorized officer ofFannie Mae. No failure 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 not

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

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

successors-in-interest.

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

in two or more counterparts (and by different parties on separate counterparts), each ofwhich shall be an original, but all of

which together shall constitute one and the same instrument.

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

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

respect to the subject matter hereof. In the event of a conflict between any ofthe foregoing documents and the Program

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

Supplemental Directives, 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, 8,9,11 and 12 ofthe Commitment, and Sections 2,

3, 5, 7, 8, 9 and 10 ofthe Financial Instrument, and any other provisions (or portions thereof) in the Agreement that relate to,

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

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

12. Defined Terms; Incorporation by Reference

12
A. All references to the "Agreement" necessarily include, in all instances, the Commitment and all documents incorporated

into the Commitment by reference, whether or 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 are incorporated by reference, unless so noted contextually.

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

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

hereto as Exhibit E (the "Cover Sheet"); the Agreement 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

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

documents and accompanying Cover Sheets will be faxed, emailed, or made available through other electronic means to

Treasury and Servicer in accordance 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 ofCertification, Exhibit D - Form of Assignment and Assumption Agreement and

Exhibit E - Form ofCover Sheet (in each case, in form and, upon completion, in substance), including all amendments and

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

fully set forth herein.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]

13
In Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver this Commitment

to Purchase Financial Instrument and Servicer Participation Agreement as ofthe Effective Date.

SERVICER: Banco Popular de Puerto Rico FANNIE MAE, solely as Financial Agent of the

United States

BY _

Name: )A~~'!:f-1~!~~_ Title: --\Lfi -,.-,.-."..----......-

Date:

EXHIBITS

Exhibit A Service Schedule(s)

Exhibit B Form of Financial Instrument

Exhibit C Form of Certification

ExhibitD Form ofAssignment and Assumption Agreement

ExhibitE Form of Cover Sheet
EXHIBIT A

SERVICE SCHEDULE(S)

The attached Service Schedules together comprise Exhibit A to that certain Commitment to Purchase

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

Effective Date, by and between Federal National Mortgage Association ("Fannie Mae"), a federally chartered

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

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

dates as may be specified 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.

Exhibit A is deemed to be amended to include all Additional Service Schedules (ifany) that are executed and

delivered by the parties after the Effective Date in accordance with the Agreement, without any further action

on the part ofthe parties hereto.
SERVICE SCHEDULE A-3

This Service Schedule is appended to that certain Amended and Restated Commitment to Purchase Financial Instrument and

Servicer 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 ofthe United States, and the

undersigned party ("Servicer"), and, together with all other Services Schedules appended thereto (if any), constitutes Exhibit A to

the Commitment.

All ofthe capitalized tenns that are used but not defined below shaH have the meanings ascribed to them in the Commitment or in

applicable Program Documentation.

1. Pro2ram Name:

Servicer hereby elects to participate in the following Program(s):

Treasury Federal Housing Administration - Home Affordable Modification Program (Treasury FHAHAMP)

2. Description of Program Services:

All services required to be perfonned by a participating servicer relating to Treasury FHA-RAMP, as set forth

in guidance issued by the Federal Housing Administration from time to time; including Mortgagee Letter 2009-

23,2009-35,2009-39,20 I0-04 and 20 I0-10, and in the Program Documentation for including Treasury FHAHAMP in the Home Affordable Modification Program under the Emergency Economic Stabilization Act of

2008, as amended, including, but not limited to, obligations relating to the modification offirst lien mortgage

loans insured by the Federal Housing Administration and the provision of loan modification and foreclosure

prevention services relating thereto.

3. Effective date of Service Schedule:

This Service Schedule is executed and delivered contemporaneously with the Commitment; accordingly,

the effective date ofthis Service Schedule is tbe Effective Date ofthe Agreement.

In Witness Wbereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver this Service Schedule

as ofthe effective date ofthe Service Schedule set forth above.

SERVICER: Banco Popular de Puerto Rico FANNIE MAE, solely as Financial Agent of the United.

States

A-5

Name:

Title:

Date:
SERVICE SCHEDULE A-5

This Service Schedule is appended to that certain Amended and Restated Commitment to Purchase Financial Instrument and

Servicer 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 ("Servicer"), and, together with all other Services Schedules appended thereto (if any), constitutes Exhibit A to

the Commitment.

All ofthe capitalized tenus that are used but not defined below shall have the meanings ascribed to them in the Commitment or in

applicable Program Documentation.

1. Program Name:

Servicer hereby elects to participate in the following Program(s):

US Department of Agriculture - Rural Housing Service Home Affordable Modification Program (RDHAMP)

2. Description of Program Services:

All services required to be perfonued by a participating servicer relating to RD-HAMP, as set forth in guidance

issued by the Rural Housing Service (RHS) from time to time; including the final rule published on RHS's

Guaranteed Single Family Housing Loans in 75 FR 52,429, August 26, 2010, and in the Program

Documentation for including RD-HAMP in the Home Affordable Modification Program under the Emergency

Economic Stabilization Act of 2008, as amended, including, but not limited to, obligations relating to the

modification of first lien mortgage loans insured by RHS and the provision of loan modification and

foreclosure prevention services relating thereto.

3. Effective date of Service Schedule:

This Service Schedule is executed and delivered contemporaneously with the Commitment; accordingly,

the effective date of this Service Schedule is the Effective Date of the Agreement.

In Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliverthis Service Schedule

as ofthe effective date ofthe Service Schedule set forth above.

SERVICER: Banco Popular de Puerto Rico FANNIE MAE, solely as Financial Agent ofthe United

States

Name:

Title:~~ Date: l>
EXHIBITB

FORM OF FINANCIAL INSTRUMENT
FINANCIAL INSTRUMENT

This Financial Instrument is delivered as provided in Section 1 ofthe Commitment to Purchase Financial Instrument

and Servicer 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 ("Servicer"). This Financial Instrument is effective as ofthe Effective

Date. All ofthe capitalized terms that are used but not defined herein shall have the meanings ascribed to them in the

Commitment.

For good and valuable c.onsideration, the receipt and sufficiency ofwhich is hereby acknowledged, Servicer agrees as

follows:

1. Purchase Price Consideration; Services. This Financial Instrument 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 "Purchase 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 Servicer to Fannie

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

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

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

(iv) the performance by Servicer of the Services described in the Agreement; and (v) the

satisfaction by Servicer ofsuch other obligations as are set forth in the Agreement. Servicershall

perform all Services in consideration for the 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 payment by Fannie Mae ofthe Purchase Price with respect to the

Services described on the Additional Service Schedules (if any) are: (i) the execution and

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

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

the delivery of copies ofthe fully executed Additional Service Schedules to Treasury; (iv) the

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

terms and conditions thereof, to the reasonable satisfaction ofFannie Mae and Freddie Mac; and

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

2. Authority and Agreement to Participate in Program. Subject to the limitations set forth in Section 2 ofthe

Agreement, Servicer shall use reasonable efforts to remove all prohibitions or impediments to its authority

and to obtain all third party consents, waivers and delegations that are required, by contract or law, in order to

perform the Services.

3. Audits, Reporting andData Retention.

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

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

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

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

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

connection with each ofthe Programs in which Servicer participates on thirty (30) days' prior

written notice.

B-1
(b) Servicer 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

specified in applicable Program Documentation. In addition, Servicer shall provide copies of

executed contracts and tapes ofloan pools related 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 corrective actions taken by Servicer.

(d) In addition to any other obligation to retain financial and accounting 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

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

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

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

Servicer 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 notify Servicer from time to time of any additional record retention requirements

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

United States may have an interest, and Servicer agrees to comply with these litigation and

regulatory investigations requirements.

4. Internal Control Program.

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

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

Programs in which Servicer participates and compliance with applicable Program

Documentation; (ii) effectively monitor and detect loan modification 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) Servicer 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 fulfill 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

purposes.

5. Representations, Warranties and Covenants. Servicer makes 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 ofthe representations, warranties, or covenants made herein

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

(a) Servicer 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

B-2
and to perform its obligations hereunder and has all licenses necessary to carryon 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 performed in compliance

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

FederalTrade 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 governing tenant rights. Subject to the following sentence,

Servicer 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

authorize the performance ofits obligations under the Programs in which Servicer participates

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

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

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

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

applicable pooling and servicing agreements and other servicing contracts to which Servicer is

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

obligations under the Programs in which Servicer participates or the Agreement and shall

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

its ability to perform its obligations under such Programs or the Agreement. Servicer is not

delinquent on any Federal tax obligation or any other debt owed to the United States or collected

by the United States for the benefit of others, excluding any debt or obligation that is being

contested in good faith.

(c) Servicer covenants that: (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 be offered to borrowers, fully documented and serviced, or otherwise performed, in

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

and other information reported by Servicer to Fannie Mae and Freddie Mac under the

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 respects, and consistent with all relevant business

records, as and when provided.

(d) 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 degree ofattention used in a well-managed operation, and no less than that which the

Servicer exercises for itself under similar circumstances; and (ii) use qualified individuals with

suitable training, education, experience and skills to perform the Services. Servicer 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 implement the Programs in which it participates in accordance with the Agreement.

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

applicable to Servicer in connection with the conduct ofits business 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 Servicer participates.

B-3
(f) Servicer acknowledges that the provision offalse 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) Federal criminal law involving fraud, 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

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

statutes.

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

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

its contractors to help protect the reputational 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 of Default and of any Act ofBad Faith ofwhich it becomes aware.

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

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

borrowers and Freedom ofInformation 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 media and consumer

advocacy group inquiries about the Programs and their effectiveness. Servicer 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,

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

borrowers' records to ensure that any system ofrecord maintained by Fannie Mae on behalf of

the Treasury is accurate and complete.

G) Servicer acknowledges that Fannie 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 from Servicer. Servicer covenants that it will provide such

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

support the Programs in which Servicer participates.

(k) Servicer acknowledges that Fannie Mae and/or Freddie Mac are required to develop and

implement practices to monitor and detect loan modification fraud and to monitor compliance

with applicable consumer protection and fair lending laws. Servicer 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-fraud and legal compliance procedures which Fannie Mae

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

internal 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 ofthis Financial Instrument and acknowledges that the internal control

program will be monitored, as provided in such Section.

(1) Servicer shall sign and deliver a Certification to Fannie Mae and Freddie Mac beginning on June

1,2010 and again on June 1 ofeach year thereafter during the Term, and upon the execution and

B-4
delivery by Servicer ofAdditional Service Schedule(s) (ifany) during the Term, in each case in

the form attached as Exhibit C to the Agreement.

(m) Solely if Servicer has elected to participate in the Second Lien Modification Program by

. executing and delivering to Fannie Mae a Service Schedule relating thereto, Servicer represents,

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

Program is, or will be at the time ofmodification, a lien that is second in priority relative to the

first lien that was modified under the Programs.

6. Use ofContractors. Servicer is responsible for the supervision and management ofany contractor that assists

in the performance ofServices in connection with the Programs in which Servicer participates. Servicer shall

remove and replace any contractor that fails to perform. Servicer shall ensure that all of its contractors

comply with the terms and provisions of the Agreement. Servicer shall be responsible for the acts or

omissions ofits contractors as ifthe acts or omissions were by the Servicer.

7. Data Rights.

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

(i) "Data" means any recorded information, regardless ofform orthe media on which it

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

(ii) _"Limited Rights" means non-exclusive rights to, without limitation, use, copy,

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

any 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) "NPI" means nonpublic personal information, as defined under the GLB.

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

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

with respect to all Data produced, developed, or obtained by Servicer or a contractor ofServicer

in connection with the Programs, provided, however, that NPI will not be transferred by Fannie

Mae in violation ofthe GLB and, provided, further, that Servicer acknowledges and agrees that

any use ofNPI by, the distribution ofNPI to, or the transfer ofNPI among, Federal, state and

local governnient organizations and agencies does not constitute a violation of the GLB for

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

Fannie Mae, or Freddie Mac upon request, or as and when directed by the Program

Documentation relating to the Programs in which Servicer participates, in industry standard

useable format.

(c) Servicer expressly consents to the publication ofits name as a participant in the Programs listed

on the Service Schedules, and the use and publication of Servicer's Data, subject to applicable

state and federal laws regarding confidentiality, 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 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 security number, or

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

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identified; or, (ii) will, if presented in a form that links the Servicer with the Data, include (x)

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

number ofmodifications or extinguishments, performance ofmodifications, characteristics ofthe

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

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

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

limitations on borrower information shall not apply.

8. Publicity and Disclosure.

(a) Servicer shall not make use of any Treasury name, symbol, emblem, program name, or product

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

media interview, without the prior written consent ofthe Treasury.

(b) Servicer 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) Servicer shall not publish, or cause to have published, or make public use ofFreddie 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 the prior written permission of

Freddie Mac, which permission may be 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 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; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT

LIMIT FANNIE MAE'S OBLIGATION TO REMIT PURCHASE PRlCE PAYMENTS TO SERVlCER

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

THE AGREEMENT.

10. Indemnification. Servicer 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, damages, judgments, suits, actions, losses and expenses, including

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

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

negligence, willful misconduct or failure to perform its obligations under the Agreement; or (c) any

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

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

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

Mae's interest, or the interests ofthe Treasury or Freddie Mac. Servicer agrees to payor reimburse all

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

attorneys' fees.

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IN WITNESS WHEREOF, Servicer hereby executes this Financial Instrument on the date set forth below.

Banco Popular de Puerto Rico:

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EXHIBITC

FORM OF CERTIFICATION
CERTIFICATlON

This Certification is delivered as provided in ~.~~!!.8l"l..)..C. of the Commitment to Purchase Financial Instrument and Servicer Participation

Aweement (the "Commitment"), effective as of[~S:eB:xJ, by and between Federal National Mortgage Association ("Fannie Mae"), a federally

chartered corporation, acting as financial agent ofthe United States, and the undersigned party ("Servicer"). All terms used, but not defined herein,

shall have the meanings ascribed to them in the Commitment.

Servicer hereby certifies, as of[~rSI;:ltTIJA:n\ OiNWHIICli[ CEF~Tl'FI,CP.Tl().~'*IS·(WffiNj, that:

1. Servicer is established under the laws ofthe United States or any state, territory, or possession ofthe United States or the

District ofColumbia, and has significant operations in the United States. Servicer had full corporate power and authority to enter

into, execute, and deliver the Agreement and to perform its obligations hereunder and has all licenses necessary to carry on its

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

2. Servicer is in compliance with, and certifies that all Services have been performed in compliance with, all applicable

Federal, state and local laws, regulations, regulatory 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 governing tenant rights. Subject to the following sentence,

Servicer has obtained or made all governmental approvals or registrations required under law and has obtained all consents

necessary to authorize the performance ofits obligations under the Programs in which Servicer participated and the Agreement.

The performance ofServices under the Agreement has not conflicted with, or been prohibited in any way~by, any other agreement

or statutory restriction by which Servicer is bound, except to the extent ofany contractual limitations under applicable pooling and

servicing agreements and other servicing contracts to which Servicer is subject. Servicer is not aware of any other legal or

financial impediments to performing its obligations under the Programs or the Agreement and has promptly notified Fannie Mae of

any financial and/or operational impediments which may impair its ability to perform its obligations under the Programs or the

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

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

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

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

fully documented and serviced by Servicer in accordance with the applicable Program Documentation; and (iii) all data, collection

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

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

any compliance review, was true, complete and accurate in all material respects, and consistent with all relevant business records,

as and when provided.

4. Servicer has: (i) performed the Services required under the Program Documentation and the Agreement in accordance

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

that which the Servicer exercises for itselfunder similar circumstances; and (ii) used qualified individuals with suitable training,

education, experience and skillsto perform the Services. Servicer acknowledges that Program participation required changes to, or

the augmentation of, its systems, staffing and procedures; Servicer took all actions necessary to ensure that it had the capacity to

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

5. Servicer has complied with all regulations on conflicts ofinterest that are applicable to Servicer in connection with the

conduct of its business and all conflicts of interest and non-disclosure obligations and restrictions and related mitigation

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

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

with the Programs or pursuant to the Agreement may constitute a violation of: (a) Federal criminal law involving fraud, conflict of

interest, 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 has disclosed to Fannie Mae and Freddie Mac any credible evidence, in connection with the Services, that a

management official, employee, or contractor of Servicer has committed, or may have committed, a violation ofthe referenced

statutes.

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7. Servicer has disclosed to Fannie Mae and Freddie Mac any other facts or infonnation that the Treasury, Fannie Mae or

Freddie Mac should reasonably expect to know about Servicer and its contractors to help protect the reputational interests ofthe

Treasury, Fannie Mae and Freddie Mac in managing and monitoring the Programs.

8. Servicer acknowledges that Fannie Mae and Freddie Mac may be required to assist the Treasury with responses to the

Privacy Act of1974 (the "Privacy Act"), 5 USC § 552a, inquiries from borrowers and Freedom ofInfonnation Act, 5 USC § 552,

inquiries from other parties, as well as fonnal inquiries from Congressional 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 effectiveness. Servicer has responded promptly and accurately to all search requests made by Fannie Mae and

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

training to employees and contractors. In connection with Privacy Act inquiries, Servicer has provided updated and corrected

infonnation as appropriate about borrowers' records to ensure that any system ofrecord maintained by Fannie Mae on behalf of

the Treasury is accurate and complete.

9. Servicer acknowledges that Fannie Mae is required to develop and implement customer service call centers to respond to

borrowers' and other parties' inquiries regarding the Programs in which Servicer participates, which may require additional

support from Servicer. Servicer has provided such additional customer service call support as Fannie Mae has reasonably

requested to support such Programs.

10. Servicer acknowledges that Fannie Mae and/or Freddie Mac are required to develop and implement practicesto monitor

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

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. Servicer has

developed and implemented an internal 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 the Financial

Instrument.

11. Solely if Servicer has elected to participate in the Second Lien Modification Program by executing and delivering to

Fannie Mae a Service Schedule relating thereto, Servicer acknowledges that each mortgage loan it modified under the Second Lien

Modification Program was, at the time of modification, 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, Servicer agrees to notifY Fannie Mae and Freddie

Mac immediately.

[Name ofAuthorized Official]

[Title ofAuthorized Official]

Date

C-2
EXHIBITD

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and ~t~~~1~~1~~i~:~~~~~~~'''~~~~!:!lli!.AW)~@;lli1g!~~:!!") by and between LI ("Assignor") and

("Assignee"). All terms used, but not defined, herein shall have the meanings ascribed to them in the

Underlying Agreement (defined below).

WHEREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent ofthe

United States ("Fannie Mae"), are parties to a Commitment to Purchase Financial Instrument and Servicer Participation

Agreement, a complete copy ofwhich (including all exhibits, amendments and modifications thereto) is attached hereto and

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

WHEREAS, 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 schedule attached hereto as Schedule 1 (collectively, the "Assigned

Rights and Obligations"); and

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

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

parties hereto agree as follows: .

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

with respect 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 Assigned Rights and Obligations.

3. Effective Date. The

Agreement is effective is

on which the

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

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

Agreement shall inure to the 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, each ofwhich shall be an

original, but all of which together constitute one and the same instrument.

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

Assignment and Assumption Agreement, together with Schedule 1, effective as ofthe date set forth in Section 3 above.

ASSIGNOR:

By: _

Name: _

Title: _

Date: _

D-2

ASSIGNEE:

By:------------------ Name:----,-- _

Title: ----------

Date:-----------------
SCHEDULE 1

To

ASSIGNMENT AND ASSUMPTION AGREEMENT

D-3
EXHIBITE

FORM OF COVER SHEET